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<SEC-DOCUMENT>0000927016-02-004783.txt : 20021003
<SEC-HEADER>0000927016-02-004783.hdr.sgml : 20021003
<ACCEPTANCE-DATETIME>20021003154532
ACCESSION NUMBER:		0000927016-02-004783
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		17
CONFORMED PERIOD OF REPORT:	20020726
ITEM INFORMATION:		Acquisition or disposition of assets
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20021003

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AEROVOX INC
		CENTRAL INDEX KEY:			0000856164
		STANDARD INDUSTRIAL CLASSIFICATION:	ELECTRICAL INDUSTRIAL APPARATUS [3620]
		IRS NUMBER:				760254329
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0102

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-18018
		FILM NUMBER:		02781020

	BUSINESS ADDRESS:	
		STREET 1:		740 BELLEVILLE AVE
		CITY:			NEW BEDFORD
		STATE:			MA
		ZIP:			02745-6194
		BUSINESS PHONE:		5089949661

	MAIL ADDRESS:	
		STREET 1:		740 BELLEVILLE AVE
		CITY:			NEW BEDFORD
		STATE:			MA
		ZIP:			02745-6194
</SEC-HEADER>
<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)                 July 26, 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.)


             800 Purchase Street - Suite 450, New Bedford, MA 002740
             -------------------------------------------------------
               (Address of principal executive offices)    Zip Code)

                                 (508) 992-5066
                                 --------------
                          Registrant's telephone number

<PAGE>

ITEM  2. DISPOSITION OF ASSETS

On July 26, 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 its film capacitor and EMI filter
manufacturing business to Parallax Power Components LLC ("Parallax").

The winning bid awarded to Parallax totaled $6.7 million, paid in cash. The
assets sold included all of the equipment and inventory assets related to the
Company's film capacitor and EMI filter manufacturing businesses located in New
Bedford, Massachusetts, El Paso, Texas, Juarez Mexico and certain warehouses in
the United States. Additionally, the Company sold certain intangible assets
including a number of patents, engineering documents and the trade name
"Aerovox". See the Amended and Restated Asset Purchase Agreement ("APA"),
schedules to the APA and other related agreements included in this Form 8-K as
Exhibits 2.2 through 2.15 for a definitive description of the assets sold.

A copy of the Bankruptcy Court order, dated June 12, 2002, authorizing the
transaction between the Company and Parallax, is attached as Exhibit 2.1 to this
Form 8-K.

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 these sales of assets combined with the proceeds from prior asset sales
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.

<PAGE>

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 4, 2002, authorizing the sale of
         assets to Parallax Power Components LLC
  2.2    Amended and Restated Asset Purchase Agreement
  2.3    Schedule 1.1(a) Assignment and Assumption Agreement
  2.4    Schedule 1.1(b) Bill of Sale
  2.5    Schedule 2.1(a) Tangible Personal Property
  2.6    Schedule 2.3 Assumed Contracts
  2.7    Schedule 2.6 Inventory
  2.8    Schedule 4.6 Labor Relations
  2.9    Schedule 4.12 Inventory Locations
 2.10    Schedule 4.13 Permits
 2.11    Building Sublease
 2.12    Patent Assignment
 2.13    Trademark Assignment
 2.14    Noncompete Agreement
 2.15    IT Access Agreement
 2.16    Purchase Price Receipt

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 September 26, 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 JUNE 4, 2002
<TEXT>
<PAGE>

                                                                     Exhibit 2.1

                         UNITED STATES BANKRUPTCY COURT
                            DISTRICT OF MASSACHUSETTS

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

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 PARALLAX POWER COMPONENTS LLC;
           AND (iii) AUTHORIZING THE CONSUMATION OF THE TRANSACTIONS
            CONTEMPLATED IN THE ASSET PURCHASE AGREEMENT (PARALLAX)
            -------------------------------------------------------

          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 Parallax Power Components LLC (the "Buyer") of the Acquired Assets
specified in the Asset Purchase Agreement/1/ dated as of April 18, 2002 entered
into between the Debtor and the Buyer (as amended by the Amended Asset Purchase
Agreement annexed hereto) (the "Asset Purchase Agreement") free and clear of all
Encumbrances to attach to the proceeds of sale, in accordance with the terms and
conditions of the Asset Purchase Agreement; and the Court having entered an
Order, dated May 2, 2002 (the "Bid Procedures Order"), authorizing the Debtor to
conduct, and approving the terms and conditions of, an auction (the "Auction")
to consider higher and better offers ("Competing Offers") for the Acquired

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

<PAGE>

Assets, establishing dates for the Auction and 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 Acquired 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 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 and no
objections having been filed to this Order,

          the Court hereby FINDS, DETERMINES, AND CONCLUDES THAT:

          A.   The findings and conclusions set forth herein constitute the
Court's findings of face and conclusions of law pursuant to Fed. R. Banr. 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 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 Acquired Assets.

          F.   Emergent circumstances and sound business reasons exist for the
Debtor's sale of the Acquired 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 Acquired 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 protections of section 363(m) of the Bankruptcy
Code.

<PAGE>

          J.   A sale of the Acquired Assets other than free and clear of
Encumbrances would impact adversely on the Debtor's bankruptcy estate and would
be of substantially less benefit to the estate of the Debtor.

          For all of the foregoing and after due deliberation, the Court ORDERS,
ADJUDGES, AND DECREES THAT:

          1.   The Sale Motion, the Buyer's Offer, the Asset Purchase Agreement,
and the collateral agreements and the transactions contemplated thereby and
hereby approved, subject to the amendments to be made to the Asset Purchase
Agreement as provided therein.

          2.   The Asset Purchase Agreement constitutes a valid and binding
agreement of the Debtor and is enforceable against the Debtor and the Buyer in
accordance with its terms, subject to the amendments as provided herein.

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

<PAGE>

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 section
363 and 365(a) of the Bankruptcy Code of the Purchase Price provided for in the
Asset Purchase Agreement, the sale of the Acquired Assets by the Debtor to the
Buyer shall constitute a legal, valid, and effective transfer of the Acquired
Assets and shall vest Buyer with all right, title, and interest of the Debtor in
and to the Acquired Assets, effective as of the Closing.

          6.   Pursuant to section 363(f) of the Bankruptcy Code, the sale of
the Acquired Assets and the transfer of title thereto to Buyer shall be free and
clear of all Encumbrances whatsoever, whether known or unknown, including, but
not limited to any other Encumbrances of any of the Debtor's creditors, vendors,
suppliers, employees or lessors (other than the obligations of Buyer under
Section 6.8(e) and Section 6.8(g) of the Asset Purchase Agreement and any
post-Closing Date obligations that accrue under any Assumed Contracts). Buyer
shall not be liable in any way for any claims (as defined in section 101(5) of
the Bankruptcy Code) of any party, except as expressly provided otherwise in the
Asset Purchase Agreement. Except as expressly provided otherwise in the Asset
Purchase Agreement, any and all Encumbrances on the Acquired Assets 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
Acquired Assets

<PAGE>

immediately prior to the Closing; provided however that the foregoing shall not
relieve the Buyer of liability with respect to post-Closing obligations under
Assumed Contracts expressly assumed by Buyer pursuant to Section 2.3 of the
Asset Purchase Agreement.

          7.   The sale of the Acquired 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 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
pre-petition or post-petition debts, liabilities, obligations or commitments of
the Debtor or any other party of any kind or nature whatsoever, except for the
obligations of Buyer under Section 6.8(e) and Section 6.8(g) of the Asset
Purchase Agreement and for post-Closing obligations under the Assumed Contracts
and Buyer has not purchased any assets of the Debtor other than the Acquired
Assets. Pursuant to sections 105(a) and 363 of the Bankruptcy Code, all Persons
are hereby enjoined from taking any action against Buyer or any of its
affiliates, directors, officers, or representatives to recover any claim (as
defined in section 101(5) of the Bankruptcy Code) which such Person has against
the Debtor or otherwise in connection with the Acquired Assets, except for the
obligations of Buyer

<PAGE>

under Section 6.8(e) and Section 6.8(g) of the Asset Purchase Agreement and for
post-Closing obligations under the Assumed Contracts.

          11.  As of the Closing Date, in accordance with sections 365(a) and
365(f)(1) of the Bankruptcy Code, all executory contracts and unexpired leases
of the Debtor that are Assumed Contracts under the Asset Purchase Agreement
shall be deemed assumed by the Debtor and assigned to the Buyer, notwithstanding
any provision in such contracts or leases prohibiting such assignment or
transfer; without limiting the foregoing, as of the Closing Date, the Debtor
shall be authorized to enter into the New Bedford Facility Sublease with the
Buyer, notwithstanding any provision in the NBRA Sublease and/or the Master
Lease, and no Lease Consents from any person or entity, including the City of
New Bedford and/or the New Bedford Redevelopment Authority, shall be required in
connection with such New Bedford Facility Sublease. The form of the New Bedford
Facility Sublease substantially in the form annexed to the Asset Purchase
Agreement as Schedule 6.6 is hereby approved. Pursuant to paragraph 9 of the so
ordered Stipulation between the Debtor and Key Bank, N.A., Key Bank shall
deliver to Buyer on or prior to the Closing Date a subordinate and
non-disturbance agreement with respect to the New Bedford Facility Sublease in
form and substance reasonably satisfactory to Key Bank, Buyer and Buyer's
lender. The Debtor shall not reject the New Bedford NBRA Sublease during the
term of the New Bedford Facility Sublease without the prior written consent of
the Buyer.

          12.  Without limiting the protections of any other provision of this
Order, (i) pursuant to Section 8.5 of the Asset Purchase Agreement, the Buyer
will have no liabilities or obligations of any kind or nature whatsoever in
respect of the Excluded Belleville

<PAGE>

Avenue Property and/or any judgments, orders, awards or decrees entered into by
the Debtor or any other Person relating thereto; (ii) any customers of Buyer
following the Closing Date shall not have a right of set-off against Buyer
arising out of any claims, contracts and other dealings with Debtor; and (iii)
no Person other than the Debtor, including any Affiliate of the Debtor, owns any
Acquired Assets or any interest therein (other than security interests or
Encumbrances set forth in Schedule 4.3 to the Asset Purchase Agreement); and
(iv) no consents or approvals of any other Government Authorities or any other
third parties are required to be obtained in connection with the transactions
contemplated by the Asset Purchase Agreement.

          13.  On the date of the Sale Hearing, the Debtor filed a Supplemental
Motion by Debtor for Authority to Assume and Assign Certain Executory Contracts
and Unexpired Leases (the "Supplemental Motion") seeking approval to assume and
assign to Buyer at Closing an additional six (6) contracts referenced on the
record of the Sale Hearing ("Additional Contract"). Objections to such
Supplemental Motion shall be filed with the Court and served upon counsel to
Debtor so as to be received by Noon on Friday, June 7, 2002. The Additional
Contracts are in addition to the two (2) Assumed Contract presently included in
Schedule 2.3 to the Asset Purchase Agreement and which were the subject of the
Motion by Debtor for Authority to Assume and Assign Certain Executory Contracts
and Unexpired Leases heard on June 4, 2002 (the "Contracts Motion") as to which
no objections were filed. The Buyer has also agreed to withdraw its request that
the Debtor assume and assign to Buyer as an Assumed Contract the agreement
between Debtor and Emerson Electric Co. dated October, 1996 (the "Emerson
Contract"), and the Contracts Motion is deemed withdrawn as to the Emerson
Contract and such contract will

<PAGE>

not be assumed and assigned by Debtor hereunder. Upon Closing of the
transactions contemplated by the Asset Purchase Agreement with Buyer, the Debtor
is hereby authorized to assume and assign to Buyer the agreements referenced in
the Contracts Motion other than the Emerson Contract, and no cure amounts are
payable with respect to such agreements. The assumption and assignment of
Assumed Contracts at Closing and the grant of the New Bedford Facility Sublease
shall not constitute a default or breach of any such executory contract or
unexpired leases (including the NBRA Sublease and/or Master Lease) pursuant to
section 365(c)(3) of the Bankruptcy Code.

          14.  The Debtor shall pay any cure amounts owed with respect to any
Assumed Contract in the amounts ordered by this Court or agreed to by the Debtor
and the other parties to such agreements, in accordance with section 365 of the
Bankruptcy Code, and payment of such cure amounts shall constitute cure of all
defaults, compensation for any pecuniary or other loss arising from such
defaults and satisfaction of all obligations arising before the date of Closing
under such Assumed Contract. Such cure amounts shall be paid at the later of (i)
the Closing or (ii) entry of an order determining such cure amounts. Buyer shall
assume only those obligations of the Debtor arising from and after the Closing
Date under the Assumed Contracts as set forth in the Asset Purchase Agreement.

          15.  The 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.

          16.  Any obligations of the Debtor relating to Taxes for any period
prior to the Closing shall be paid, satisfied and fulfilled solely by the
Debtor. At Closing of the

<PAGE>

transactions contemplated by the Asset Purchase Agreement, Debtor and Buyer
shall adjust the Purchase Price to allow for customary adjustments for real
estate taxes, insurance and utilities.

          17.  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, and any non-Debtor party to, among other things, any Assumed
Contracts concerning, inter alia, the Debtor's assumption and assignment thereof
to Buyer under the terms of this Order and the Asset Purchase Agreement;
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.

          18.  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 provision of this
Order shall be determinative.

          19.  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

<PAGE>

case or any other case involving the Debtor or its assets, whether under chapter
7 or chapter 11 of the Bankruptcy Code or otherwise.

          20.  In accordance with section 1146(c) of the Bankruptcy Code, the
making, delivery, filing or recording of any instrument 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. 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. The Court retains jurisdiction to enforce the foregoing direction, by
contempt and otherwise.

          21.  The Asset Purchase Agreement shall include the following
provisions:

          a)   the Debtor's interest in the non-symmetric capacitor, U.S. Patent
No. 6,208,502 shall be added to the Excluded Assets under Section 2.2 of the
Asset Purchase Agreement and shall be excluded from Schedule 2.1(c);

          b)   Pursuant to Section 2.3 of the Asset Purchase Agreement, the
Debtor shall assume and assign, at Closing and in accordance with the Asset
Purchase Agreement, only those executory contracts and unexpired leases
identified (i) in Schedule 2.3 to the Asset Purchase Agreement and (ii) in the
Order on the Supplemental Motion filed on June 4, 2002. No further executory
contracts and unexpired leases shall be assumed and assigned to the Buyer and
Buyer shall not be permitted to further designate any agreement as an Assumed
Contract under the Asset Purchase Agreement;

          c)   Section 6.7 of the Asset Purchase Agreement shall provide that
(i) the Debtor shall use good faith and best efforts to relocate certain
equipment presently located

<PAGE>

in Juarez, Mexico and being acquired by Buyer to the Debtor's facility in New
Bedford, Massachusetts, at the Debtor's sole expense, with the identity of the
specified equipment to be as mutually agreed by the Debtor and Buyer, and (ii)
to the extent that, after utilizing such good faith and best efforts, the Debtor
is not successful in relocating such equipment, Buyer shall not be entitled to
any form of relief or purchase price adjustment related to such equipment;

          d)   Section 3.1 of the Asset Purchase Agreement shall provide Buyer
with the right, at its sole option, to extend the Closing to no later than June
25, 2002, by providing written notice to the Debtor and its counsel by no later
than Noon on June 13, 2002.

          e)   Section 6.6 of the Asset Purchase Agreement shall be modified to
provide for the following additional terms and conditions of the New Bedford
Facility Sublease:

          (i)  The Buyer shall only be responsible for the payment of real
               estate taxes accruing during the term of the New Bedford Facility
               Sublease based upon an assessed value of the New Bedford Facility
               Property of $1,000,000 as presently paid by the Debtor. Any
               increase in the real estate taxes during the term of the New
               Bedford Facility Sublease based upon an assessment exceeding
               $1,000,000 shall be the sole responsibility of and be paid solely
               by the Debtor. In the event that the Debtor fails to pay such
               real estate taxes in excess of the $1,000,000 assessment, the
               Buyer shall be entitled to pay such excess amount and set off the
               entire amount of such payment against the rent due under the New
               Bedford Facility Sublease if the Buyer reasonably determines that
               the failure to pay such increase in real estate taxes will either

<PAGE>

                jeopardize in any manner whatsoever the Buyer's use and
                occupancy of the New Bedford Facility Property or such failure
                to pay may expose the Buyer to any legal liability for such
                failure to pay. Before Buyer shall be permitted to pay such tax
                amount and offset such amount against rent due under the
                Sublease, Buyer shall give Key Bank three business days prior
                notice, provided however that, upon giving such notice and the
                expiration of such three business day period, nothing shall
                preclude Buyer from paying such tax and setting off such paid
                amount, other than entry of an order of a court of competent
                jurisdiction.

          (ii)  In addition to the right of offset set forth in subparagraph (i)
                above, the Buyer shall have the right, at its sole option, to
                pay and setoff against its rental obligations the amount
                necessary to cure a Landlord Default, Law Violation Notice or
                Release of Hazardous Materials pursuant to Aerticle XIII of the
                New Bedford Facility Sublease, but such right of offset shall
                not exceed $100,000 in the aggregate.

          (iii) To the extent that Buyer avails itself of any setoff rights
                against rental obligations under subparagraphs (i) or (ii)
                above, Key Bank shall have an allowed administrative claim
                against Debtor's estate in the amount of such credit.

                                            BY /s/ HONORABLE JOAN N. FEENEY
                                            ------------------------------
                                            HONORABLE JOAN N. FEENEY
                                            UNITED STATES BANKRUPTCY JUDGE
Dated:    Boston, MA
          June 12, 2002

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.2
<SEQUENCE>4
<FILENAME>dex22.txt
<DESCRIPTION>AMENDED AND RESTATED ASSET PURCHASE AGREEMENT
<TEXT>
<PAGE>

                                                                     Exhibit 2.2

                  AMENDED AND RESTATED ASSET PURCHASE AGREEMENT

         This Amended and Asset Purchase Agreement (this "Agreement"), dated as
of April 18, 2002, is by and between Aerovox Incorporated, a Delaware
corporation, as debtor-in-possession (the "Seller") and Parallax Power
Components, LLC, a Delaware limited liability company (the "Buyer").


                              W I T N E S S E T H:

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

         WHEREAS, the Seller is engaged in the development, manufacture, sale
and distribution of film capacitors and electromagnetic interference filters and
related products (the "Business") ; and

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

         WHEREAS, the Acquired Assets will be sold pursuant to the terms of an
order of the Bankruptcy Court approving and authorizing such sale under Section
363 of the Bankruptcy Code pursuant to the Sale Approval Order (as defined
below);

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

                                    ARTICLE I

                                   DEFINITIONS

         1.   (a)   Certain Defined Terms.  As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

              "Aerovox Mexico" has the meaning set forth in Section 2.2(a).

              "Acquired Assets" has the meaning set forth in Section 2.1.

              "Affiliate" has the meaning set forth in Rule 12b-2 promulgated
under the Exchange Act by the Securities and Exchange Commission as in effect on
the date hereof.

              "Allocation Statement" has the meaning set forth in Section 2.8.

<PAGE>

              "APA Document Approval Date" has the meaning set forth in Section
6.18.

              "Assignment and Assumption Agreement" means one or more assignment
and assumption agreements entered into on the date hereof between Seller and
Buyer in substantially the form attached hereto as Schedule 1.1(a).

              "Assumed Contracts" has the meaning set forth in Section 2.1(d).

              "Auction" means the auction scheduled to occur for the sale of the
Acquired Assets, pursuant to the Bidding Procedures Order.

              "Bankruptcy Case" has the meaning set forth in the recitals
hereto.

              "Bankruptcy Code" means 11 U.S.C.ss.101 et seq, as amended.

              "Bankruptcy Court" has the meaning set forth in the recitals
hereto.

              "BHC Aerovox" has the meaning set forth in Section 2.2(a).

              "Bidding Procedures" has the meaning set forth in Section 9.1(a).

              "Bidding Procedures Order" has the meaning set forth in Section
6.10(a)(i).

              "Bill of Sale" means such document in substantially the form
attached hereto as Schedule 1.1(b).

              "Business" has the meaning set forth in the recitals hereto.

              "Business Day" means a day other than a Saturday or a Sunday or
other day on which commercial banks in New York are authorized or required by
law to close.

              "Business Employee" means any individual who on the Closing Date,
is actively employed by Seller exclusively as an employee of the Business at the
New Bedford Facility only (but not including any other employees or former
employees of Seller and/or its Affiliates, whether or not relating to the
Business), including any employee who is on approved leave of absence as of the
Closing Date (all such employees on approved leave of absence shall be deemed to
be "Business Employees" as of the date they return to active employment in the
Business), but shall exclude: (i) any other inactive or former employee
including any individual who is on unauthorized leave of absence or who has
terminated his or her employment or retired before the Closing Date; and (ii)
any employee set forth in Schedule 6.8(a) annexed hereto .

              "Buyer" has the meaning set forth in the preamble hereto.

              "Closing" has the meaning set forth in Section 3.1.

              "Closing Date" has the meaning set forth in Section 3.1.

<PAGE>

              "Competing Bid" has the meaning set forth in Section 9.1(a)(i).

              "Deposit" has the meaning set forth in Section 2.5(a).

              "Employee Benefit Plan" means any employment, collective
bargaining agreement, consulting, severance or other similar contract,
arrangement or policy and each plan, arrangement, program, agreement or
commitment (including any multi-employer plan) providing for pension,
supplemental pension, fringe benefits, vacation benefits, retirement benefits,
life, health, sickness, disability or accident benefits or other welfare
benefits or for deferred compensation, profit-sharing, bonuses, stock options,
restricted stock, stock appreciation rights, stock purchase, severance or
separation, deferred compensation, supplemental executive compensation, other
forms of incentive compensation or other employee benefit plan, agreement,
policy or arrangement, whether written or oral, maintained or contributed to by
Seller and/or Affiliates in respect of any Business Employee (but not including
any plans or arrangements providing benefits to any employee and/or former
employee of Seller and/or its Affiliates who is not a Business Employee) or
under which Seller and/or Affiliates have any liability including without
limitation, any such plans that are: (i) "employee benefit plans" as such term
is defined under Section 3(3) of ERISA; (ii) "employee pension benefit plans" as
such term is defined under Section 3(2) of ERISA; and (iii) "employee welfare
benefit plans" as such term is defined under Section 3(1) of ERISA.

              "Encumbrance" means any mortgage, pledge, lien, claim, cause of
action, charge, security interest, conditional sales agreement, Tax, and
monetary encumbrance (statutory or otherwise) and charge of any kind or nature.

              "ERISA" means the Employment Retirement Income Security Act of
1974, as amended from time to time.

              "Escrow Agent" has the meaning set forth in Section 2.5(b).

              "Escrow Agreement" has the meaning set forth in Section 2.5(b).

              "Estimated Closing Inventory Value" has the meaning set forth in
Section 2.6(b).

              "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder.

              "Excluded Assets" has the meaning set forth in Section 2.2.

              "Excluded Belleville Avenue Property" has the meaning set forth in
Section 2.2(b).

              "Excluded Liabilities" has the meaning set forth in Section 2.4.

              "Filed Plan" has the meaning set forth in Section 9.1(a).

<PAGE>

              "Final Closing Statement" has the meaning set forth in Section
2.7(a).

              "Final Inventory Value" has the meaning set forth in Section
2.7(a).

              "Final Purchase Price" has the meaning set forth in Section
2.7(b).

              "GAAP" means generally accepted accounting principles in the
United States of America.

              "Governmental Authority" means any nation or government, any state
or other political subdivision thereof, including any regulatory authority,
department, agency or body, or any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government.

              "Information Technology Access Agreement" means the agreement
attached as Schedule 1.1(c).

              "Initial Closing Statement" has the meaning set forth in Section
2.6(b).

              "Initial Inventory Value" means the aggregate book value of the
Inventory as of February 23, 2002, as set forth on Schedule 2.6.

              "Initial Purchase Price Adjustment" has the meaning set forth in
Section 2.6(c).

              "Intellectual Property" has the meaning set forth in Section
2.6(c).

              "Inventory" has the meaning set forth in Section 2.1(b).

              "Juarez Equipment" has the meaning set forth in Section 6.7

              "Juarez Inventory" has the meaning set forth in Section 6.7.

              "Loeb" has the meaning set forth in Section 4.8.

              "Lease Consents" has the meaning set forth in Section 6.6.

              "Motion" has the meaning set forth in Section 6.10(a).

              "New Bedford Facility" means the Seller's facility located at 167
John Vertente Boulevard, New Bedford, MA 02745.

              "New Bedford Facility Property" means the real property, land,
building and improvements at the New Bedford Facility.

              "New Bedford Facility Sublease" has the meaning set forth in
Section 6.6.

<PAGE>

              "New Bedford Master Lease" means the Agreement of Lease, dated as
of December 22, 1999, between the City of New Bedford, as Lessor, and the New
Bedford Redevelopment Authority, as Lessee, in respect of the New Bedford
Facility Property.

              "New Bedford NBRA Sublease" means the Agreement of Sublease, dated
as of January 4, 2000, between the New Bedford Redevelopment Authority, as
Sub-Lessor, and Seller, as Sub-Lessee, in respect of the New Bedford Facility
Property.

              "NGM" has the meaning set forth in Section 6.3.

              "Non-Competition Agreement" has the meaning set forth in Section
6.3.

              "Ordinary Course" means the ordinary course of the Business in the
same manner as now conducted and consistent with past custom and practice since
commencement of the Bankruptcy Case

              "Permits" has the meaning set forth in Section 4.13.

              "Person" means an individual, partnership, limited partnership,
corporation, limited liability company, business trust, joint stock company,
trust, unincorporated association, syndicate, group, joint venture, Governmental
Authority or other entity of whatever nature.

              "Post Closing Employee" has the meaning set forth in Section
6.8(a).

              "Pre-Closing Period" has the meaning set forth in 6.1(a).

              "Purchase Price" has the meaning set forth in Section 2.5(a).

              "Realty Fixtures" means all items attached to or incorporated into
real property as provided under Massachusetts Law; provided, however, such term
shall not include any machinery or equipment included as part of the Acquired
Assets and listed on Schedule 2.1(a).

              "Requirement of Law" means, as to any Person, the Certificate or
Articles of Incorporation and By-Laws or other organization or governing
documents of such Person, and any foreign or domestic law, statute, treaty,
rule, regulation, ordinance, judgment, order, decree, consent decree or similar
instrument or determination or award of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is
subject.

              "Sale Approval Order" has the meaning set forth in Section
6.10(a)(ii).

              "Sanchez" has the meaning set forth in Section 6.3.

              "Seller" has the meaning set forth in the preamble hereto.

              "Seller's Knowledge" means the knowledge, after reasonable
inquiry, of Robert Elliott, President and F. Randal Hunt, Chief Financial
Officer of Seller.

<PAGE>

              "Tax" or "Taxes" means with respect to any Person (a) all federal,
state, local, foreign or other taxes, including, without limitation, net income,
gross income, unitary, gross receipts, sales, use, intangible, ad valorem,
franchise, profits, license, withholding, payroll, social security, employment,
excise, severance, stamp, transfer, gains, occupation, premium, property,
recording, documentary, value added, environmental or windfall profit tax,
custom, duty or other tax, governmental fee (similar to a tax) or other like
assessment or charge of any kind whatsoever, whether computed on a separate or
consolidated, or unitary or combined basis or in any other manner, together with
any interest or penalty or additional tax imposed by any jurisdiction or any
federal, state, local or foreign taxing authority or any other Governmental
Authority on such Person, and (b) any transferee or secondary liability of such
Person for a Tax and any Tax liability assumed by agreement or arising as a
result of being (or ceasing to be) a member of any affiliated group, or being
included or required to be included in any Tax Return relating thereto.

              "Tax Code" means the Internal Revenue Code of 1986, as amended
from time to time.

              "Tax Returns" means all returns or reports or forms required to be
filed with any taxing authority or other Governmental Authority with respect to
Taxes.

              "Temporary License" has the meaning set forth in Section 6.9.

              "Temporary License Period" has the meaning set forth in Section
6.9.

              "Termination Fee" has the meaning set forth in Section 9.1(b).

              "WARN Act" means the Worker Adjustment and Retraining Act of 1988,
as amended from time to time.

         (b)  Other Definitional Provisions.

              (i)   Terms defined in this Agreement in sections other than
Section 1.1(a) shall have the meanings as so defined when used in this
Agreement.

              (ii)  Unless express reference is made to Business Days,
references to days shall be to calendar days.


                                   ARTICLE II

             PURCHASE AND SALE OF ASSETS BY THE BUYER, ASSUMPTION OF
                         LIABILITIES AND PURCHASE PRICE

         2.1  Purchase and Sale of Acquired Assets.  Upon the terms and subject
to the conditions and provisions contained herein, at the Closing, the Seller
shall sell, convey, transfer, assign and deliver to the Buyer, and the Buyer
shall purchase, acquire and accept from the Seller,

<PAGE>

free and clear of any and all Encumbrances of any kind or nature whatsoever, all
right, title and interest of the Seller in and to the following properties and
assets owned by the Seller (but not its subsidiaries) and used in, relating to
the Business, whether tangible or intangible, whether real, personal or mixed,
whether owned or leased, and wherever located (collectively, the "Acquired
Assets"):

         (a)  all tangible personal property used in connection with the
Business, including, without limitation, fixtures, furnishings, furniture,
office equipment and supplies, computer and telecommunication equipment,
vehicles, rolling stock, tools, tooling and dies, machinery and equipment,
including those set forth in Schedule 2.1(a);

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

         (c)  all intangible properties and rights used in connection with the
Business, including, without limitation, those intangible properties and rights
set forth on Schedule 2.1(c), including all United States and foreign patents
and patent applications, trade names (including without limitation, the
exclusive right to use the names "Aerovox," "Aeromet", "Supermet" and "Blue
Mike" and all simulations and variations thereof (except "CGE Aerovox"), subject
only to the Seller's right to grant the Temporary License to certain third party
purchasers of other assets of the Seller and/or its Affiliates pursuant to
Section 6.9 hereof) trademark and service mark registrations and applications,
common law trademarks and copyright registrations, and all other intellectual
property and rights, proprietary information, know-how, trade secrets,
inventions, processes, formulas, specifications, technical data, engineering and
production designs, mask work, computer discs and tapes, spreadsheets, plans,
diagrams and schematics, and any unregistered intellectual property used in
connection with the Business, and Seller's proprietary computer programs and
other software and firmware, including Seller's data bases, websites, accounting
and reporting formats, systems and procedures used in connection with the
Business, together with the licenses with respect thereto and all common law
rights and goodwill appurtenant thereto (the "Intellectual Property");

         (d)  all rights under any of any contracts, agreements, leases and
licenses to which the Seller is a party that relate to the Business and
constitute the Assumed Contracts as set forth in Schedule 2.3 hereto;

         (e)  all business licenses and permits of the Seller (including any
certifications or approvals of Underwriters Laboratories or other substantially
similar organization in the United States, Canada, Mexico or any other
applicable jurisdiction) used in connection with the Business, including,
without limitation, those licenses and permits listed on Schedule 2.1(e);

         (f)  all books, records, files and papers, whether in hard copy or
computer format, including, without limitation, plans and specifications,
surveys, customer lists, credit information, supplier lists, purchase and sale
orders, cost and pricing information, employment and personnel records and
files, sales and promotional materials and other operating data and information,
wherever located, relating to the Acquired Assets and the Business;

<PAGE>

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

         (h)  all goodwill appurtenant to the foregoing Acquired Assets, and the
right to represent to third parties that Buyer is the successor to the Business,
excluding, however, the Excluded Assets set forth in Section 2.2 hereof and the
Excluded Liabilities.

         2.2  Excluded Assets.  Notwithstanding anything to the contrary
contained in this Agreement, the Acquired Assets shall not include any assets of
the Seller other than those specified in Section 2.1 hereof, whether tangible or
intangible, and shall not include any of the following assets and properties of
the Seller, which shall be retained by the Seller following the Closing (the
"Excluded Assets"):

         (a)  the assets owned by, and the issued and outstanding capital stock
of, all subsidiaries of the Seller, including but not limited to, Aerovox de
Mexico, S.A. de C.V., a subsidiary of the Seller organized under the laws of
Mexico ("Aerovox Mexico") and BHC Aerovox Ltd., a wholly owned subsidiary of the
Seller organized under the laws of the United Kingdom ("BHC Aerovox");

         (b)  all real property, land, buildings, Realty Fixtures, improvements,
leasehold interests owned, leased, operated and, or used by Seller and/or its
subsidiaries and Affiliates, including without limitation, the facilities
located at 167 John Vertente Boulevard, New Bedford, Massachusetts, (but such
reservation as an Excluded Asset hereunder shall not in any manner whatsoever
impair Buyer's rights as Tenant under the New Bedford Facility Sublease); and in
Huntsville Alabama; Juarez, Mexico; Mexico City, Mexico; Weymouth, United
Kingdom, and the Seller's prior facility located at 740 Belleville Avenue, New
Bedford, Massachusetts, at which the Seller has ceased business operations (the
"Excluded Belleville Avenue Property ");

         (c)  all assets owned by Seller which are at its facility located in
Mexico City, Mexico (provided, however, that, during the Pre-Closing Period,
such assets will be sold, transferred or relocated from , or acquired or moved
to, such Mexico City, Mexico facility only in the Ordinary Course pursuant to
Section 6.1 hereof);

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

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

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

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


<PAGE>

         (h)  all rights to or claims for refunds or rebates of Taxes for any
period ending on or prior to the Closing Date, and the benefit of net operating
loss carryforwards, carrybacks or other credits of the Seller relating to any
such period;

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

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

         (k)  all documents relating to the organization, maintenance and
corporate existence of the Seller, Aerovox Mexico and BHC Aerovox; and

         (l)  Non-symmetric Capacitor Patent, U.S. Patent No. 6,208,502.

         2.3  Assumed Contracts.  Buyer shall assume, as of the Closing Date,
and pay, perform and discharge, all obligations for future performance solely
from and after the Closing Date only under those contracts, agreements, leases
and licenses entered into by the Seller in connection with the Business and
expressly set forth in Schedule 2.3 annexed hereto (the "Assumed Contracts").
The parties hereby acknowledge and agree that Buyer shall not assume or be
responsible for any cure amounts of any kind or nature whatsoever in respect of
any Assumed Contract for any period prior to the Closing Date.

         2.4  Excluded Liabilities.  Notwithstanding anything to the contrary
contained in this Agreement, except as expressly provided in respect of any
Assumed Contract pursuant to Section 2.3 hereof and those obligations of the
Buyer set forth in Section 6.8(e) and Section 6.8(g) hereof, the Buyer shall not
be liable for or assume, and shall be expressly discharged from any
responsibility for, any pre-petition or post-petition debts, liabilities,
obligations or commitments of the Seller or any other party of any kind or
nature whatsoever with respect to the Business or Acquired Assets or otherwise
(the "Excluded Liabilities").

         2.5  Purchase Price; Payment.

              (a)   The purchase price to be paid by the Buyer to the Seller for
the Acquired Assets hereunder shall be EIGHT MILLION FIVE HUNDRED THOUSAND
DOLLARS (U.S. $8,500,000.00) in the aggregate (the "Purchase Price"), subject to
adjustment as set forth in Sections 2.6 and 2.7 hereof, respectively. The
Purchase Price shall be paid in cash in United States dollars by the Buyer to
the Seller as follows: (i) concurrently with the execution and delivery hereof,
a deposit in the amount of $340,000.00 (the "Deposit") shall be deposited into
escrow by the Buyer pursuant to the terms of the Escrow Agreement (as defined
below); and (ii) at the Closing, the sum of $8,160,000.00, but less an amount
equal to all interest earned on the Deposit, by wire transfer to an account or
accounts designated by the Seller.

              (b)   The Deposit shall be held in escrow pursuant to the terms
and provisions of the Escrow Agreement, dated as of the date hereof (the "Escrow
Agreement"), among the

<PAGE>

Seller, the Buyer and Hanify & King, P.C., counsel to the Seller, as Escrow
Agent (the "Escrow Agent"). Pursuant to the Escrow Agreement, among other
matters, at the Closing hereunder, the Escrow Agent shall deliver all funds held
in escrow, i.e., the entire Deposit ($340,000.00) plus all interest thereon, to
the Seller to be credited as payment of part of the Purchase Price hereunder.

         2.6  Initial Purchase Price Adjustment.

              (a)   The parties hereby acknowledge and agree that, no later than
three (3) Business Days prior to the Closing, duly authorized representatives of
the Seller and Buyer shall jointly conduct and complete a physical count of the
Inventory.

              (b)   By no later than 5:00 p.m., Eastern Time, on the second
(2nd) Business Day prior to the Closing Date, the Seller shall prepare and
deliver to the Buyer an unaudited pro forma statement of the Inventory as of the
Closing Date ("Estimated Closing Inventory Value"), prepared in a manner
consistent with the methods employed by the Seller in the preparation of the
Initial Inventory Value as set forth on Schedule 2.6("Initial Closing
Statement").

              (c)   At Closing, the Purchase Price will be increased or
decreased (as the case may be) on a preliminary basis (the "Initial Purchase
Price Adjustment") as follows:

              (i)   if the Estimated Closing Inventory Value reflected on the
              Initial Closing Statement is greater than the Initial Inventory
              Value, then the Purchase Price paid at the Closing shall be
              increased on a dollar for dollar basis by an amount equal to such
              excess and paid to the Seller; or

                    (ii)   if the Estimated Closing Inventory Value reflected on
                    the Initial Closing Statement is less than the Initial
                    Inventory Value, then the Purchase Price paid at the
                    Closing shall be decreased on a dollar for dollar basis by
                    an amount equal to such deficiency.

         2.7  Final Purchase Price Adjustment.

              (a)   Within ten (10) Business Days after the Closing Date (which
period may be reasonably extended by the Seller for a period not exceeding an
additional ten (10) Business Days by providing written notice thereof to the
Buyer), the Seller shall prepare and deliver to the Buyer unaudited final
statements of the Inventory as of 12:01 a.m. on the Closing Date ("Final
Inventory Value"), prepared in a manner consistent with the methods employed by
the Seller in the preparation of each of the Initial Inventory Value and the
Estimated Closing Inventory Value ("Final Closing Statement"). During such
period and any objection period, the Buyer shall provide the Seller with
reasonable access to the books and records of the Seller as may be necessary to
complete the Final Closing Statement. The Buyer shall have fifteen (15)

<PAGE>

Business Days following delivery of the Final Closing Statement to (y) review
the Final Closing Statement and the business records with respect thereto, and
(z) deliver written objections, if any, in reasonable detail to the Seller. If
no written objections are delivered by or on behalf of the Buyer to the Seller
within said time period, the Final Closing Statement shall be considered final
and binding on the parties for all purposes. If, however, written objections are
so timely delivered by the Buyer, then the parties shall, for a period of
fifteen (15) Business Days (unless mutually extended by the parties) following
delivery of the Buyer's written objections, 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, however, the parties are unable to resolve any
objections within such time period or to mutually agree to extend the time
allowed, or to resolve such objections within any extended period of time, then
the matter will be submitted to the Bankruptcy Court for final and binding
resolution.

              (b)   When the Final Closing Statement becomes final and binding
on the parties, then the Purchase Price hereunder shall be re-calculated based
upon the Final Inventory Value to determine the "Final Purchase Price" as
follows:

              (i)   if the Final Purchase Price based upon the Final Inventory
              Value as reflected in such Final Closing Statement is greater than
              the Purchase Price calculated and paid at Closing ( based upon the
              Initial Purchase Price Adjustment set forth in Section 2.6(c)
              above), then the Buyer shall pay to the Seller an amount equal to
              the difference between the Final Purchase Price and the Purchase
              Price calculated and paid at Closing; or

              (ii)  if the Final Purchase Price based upon the Final Inventory
              Value as reflected in the Final Closing Statement is less than the
              Purchase Price calculated and paid at Closing (based upon the
              Initial Purchase Price Adjustment set forth in Section 2.6(c)
              above), then the Seller shall pay to the Buyer an amount equal to
              the difference between the Final Purchase Price and the Purchase
              Price calculated and paid at Closing.

         (c)  Any amount due pursuant to this Section 2.7 shall be paid promptly
by the appropriate paying party to the other party in immediately available
funds, but in no event later than ten (10) days after the Final Closing
Statement becomes final and binding on the parties.

         (d)  The Purchase Price shall also be adjusted following the Closing on
account of the proration as of 12:01 a.m. on the Closing Date of real property
and other Taxes, insurance and utilities with respect to the Acquired Assets.

         2.8  Allocation of the Purchase Price.  The parties have agreed,
following arm's length negotiations, to allocate the Purchase Price among the
Acquired Assets on the basis set forth in Schedule 2.8 annexed hereto (the
"Allocation Statement"). Seller and the Buyer hereby agree to report an
allocation of such Purchase Price among the Acquired Assets in a manner entirely
consistent with the Allocation Statement, and agree to act in accordance with
such Allocation

<PAGE>

Statement in connection with the preparation of financial statements and filing
of all Tax Returns, and in the course of any Tax audit, Tax review or Tax
litigation relating thereto.

                                   ARTICLE III

                                   THE CLOSING

         3.1  Closing.  The consummation of the transactions contemplated hereby
(the "Closing") shall occur at the offices of Hanify & King, P.C., One Beacon
Street, Boston, Massachusetts 02108, on June 18, 2002; provided, however, that
such date of Closing may be extended (a) for an additional period of ten (10)
days to June 28, 2002, upon written notice from Seller to Buyer to the effect
thereof, provided that (i) the Sale Approval Order shall not have been entered
by the Bankruptcy Court as of June 18, 2002 and (ii) all other conditions to
closing set forth in Article VIII shall have been satisfied; or (b) to a date no
later than June 25, 2002, at the sole option of Buyer, upon written notice from
Buyer to Seller to effect thereof by no later than Noon on June 13, 2002, and,
in each case, all other conditions to Closing set forth in Article VII and
Article VIII shall have been satisfied or waived (the "Closing Date"), or at
such other time and place as shall be mutually agreed to between the parties.

         3.2  Conveyances at Closing.

              (a)        At the Closing, and in connection with effecting and
consummating the transactions contemplated hereby, the Seller shall deliver the
following to the Buyer:

                   (i)   an executed Bill of Sale;

                   (ii)  an executed counterpart of the Assignment and
              Assumption Agreement;

                   (iii) an executed counterpart of the New Bedford Facility
              Sublease;

                   (iv)  an executed counterpart of the Non-Competition
              Agreement (as executed by all parties thereto);

                   (v)   a certified copy of the Sale Approval Order (and
              provided no court of competent jurisdiction shall have entered an
              order staying such Sale Approval Order pending appeal);

                   (vi)  the Lease Consents to the extent required pursuant to
              the terms of Section 6.6;

                   (vii) the Information Technology Access Agreement, as
              executed by NGM;

<PAGE>

              (viii)   the certificate required in Section 8.10; and

              (ix)     such other instruments of conveyance, assignment and
         transfer which shall be necessary or appropriate to convey, transfer
         and assign and to vest in the Buyer good, valid and marketable title,
         free and clear of all Encumbrances, in a form reasonably satisfactory
         to Buyer and its counsel.

         (b)           At the Closing, and in connection with effectuating and
consummating the transactions contemplated hereby, the Buyer shall deliver the
following to the Seller:

              (i)      an amount equal to the Purchase Price, as adjusted, by
         wire transfer of immediately available funds;

              (ii)     an executed counterpart of the Assignment and Assumption
         Agreement;

              (iii)    an executed counterpart of the New Bedford Facility
         Sublease ;and

              (iv)     an executed counterpart of the Information Technology
         Access Agreement (as executed by all parties thereto).

     3.3 Transaction Expenses.  Except for the Termination Fee (as defined in
Section 9.1(b)) and as otherwise expressly provided herein, each party shall
bear its own costs and expenses, including attorney, accountant and other
consultant fees, in connection with the execution and negotiation of this
Agreement and the consummation of the transactions contemplated hereby.

                                   ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

     As a material inducement to the Buyer to enter into this Agreement, the
Seller hereby makes the following representations and warranties to the Buyer,
but none of which shall survive the Closing of the transactions contemplated
hereby for any reason:

4.1 Authorization of the Seller. Subject to the approval and entry of the Sale
    Approval Order, the Seller has all necessary right, power, capacity and
    authority to execute and deliver this Agreement, to consummate the
    transactions contemplated hereby and to perform its obligations hereunder.
    The execution and delivery of this Agreement and the consummation of the
    transactions contemplated hereby have been duly authorized by the Board of
    Directors of the Seller, and no other corporate proceedings on the part of
    Seller are necessary to authorize the execution, delivery and performance of
    the Agreement and consummation of

<PAGE>

    the transactions contemplated hereby. This Agreement has been duly executed
    and delivered by the Seller and, subject to the approval and entry of the
    Sale Approval Order, is a valid and binding obligation of the Seller
    enforceable against the Seller in accordance with its terms.

4.2 Organization. Seller is a corporation duly organized, validly existing and
    in good standing under the laws of the State of Delaware and has all
    requisite corporate power and authority to operate its properties and to
    carry on its business as it is now being conducted or presently proposed to
    be conducted.

4.3 Title to Assets; Absence of Liens and Encumbrances, etc. Except as set forth
    in Schedule 4.3, Seller owns outright, and has good, valid and marketable
    title to, all of the assets, properties and businesses constituting the
    Acquired Assets, free and clear of all Encumbrances of any kind or nature
    whatsoever. At the Closing, the Seller will, by virtue of the Sale Approval
    Order, transfer all right, title and interest in and to the Acquired Assets
    to the Buyer, free and clear of any and all Encumbrances.

4.4 Disclosure. No representation or warranty by the Seller contained in this
    Article IV contains, or will contain as of the date such representation or
    warranty is made or affirmed, any untrue statement of a material fact, or
    omits, or will omit to state as of the date such representation or warranty
    is made or affirmed any material fact that is necessary to make the
    statements contained herein or therein not misleading.

         4.5  New Bedford NBRA Sublease. The New Bedford NBRA Sublease, and to
the Seller's Knowledge, the New Bedford Master Lease, is in full force and
effect and has not been assigned, modified, supplemented or amended. Neither the
Seller nor the landlord thereunder is in default under the New Bedford NBRA
Sublease and/or, to the Seller's Knowledge, New Bedford Master Lease, including
without limitation, in respect of non-payment of any rent and otherwise,and no
circumstances or state of facts presently exists which would permit such
landlord to terminate the New Bedford NBRA Sublease and/or, to Seller's
Knowledge, the New Bedford Master Lease. Seller has the right to quiet enjoyment
of all of the New Bedford Facility Property for the full term of the New Bedford
NBRA Sublease, and except as set forth in Schedule 4.5, the leasehold or other
interest of Seller in the New Bedford Facility Property is not subject or
subordinate to any security interest, lien or mortgage or any other leasehold
interest.

         4.6  Employee and Labor Relations.

              (a)   Except as set forth in Schedule  4.6:

                    (i)    there is no labor strike or work stoppage or lockout
pending, or to the Seller's Knowledge, threatened, against the Seller by any
Business Employees, and there has been no such labor difficulties with respect
to the Business during the prior three (3) years;

                    (ii)   other than IBEW Local 1499, which represents 15
Business Employees, no Business Employee has ever been represented by any labor
or trade union and no

<PAGE>

movement to designate a collective bargaining unit to represent any of the other
Business Employees exists or, to the Seller's Knowledge, is threatened;

                    (iii)  there is no pending or to Seller's Knowledge,
threatened, unfair labor practice charge or complaint against the Seller in
respect of any Business Employee before the National Labor Relations Board;

                    (iv)   there is no pending collective bargaining grievance
in respect of any Business Employee; and

                    (v)    no charges with respect to or relating to any
Business Employee are pending before the Equal Employment Opportunity Commission
or any other Governmental Authority responsible for the prevention of unlawful
employment practices.

              (b)   To the Seller's Knowledge, no Business Employees has, prior
to the date hereof, indicated to the Seller a desire to terminate employment, or
any intention to terminate employment, upon a sale of the Business.

              (c)   Schedule 4.6 sets forth: (i) a true and complete list of
each Business Employee (including position and length of service) and (ii) a
list of the names and current base salary rates of all Business Employees whose
annual salaries exceed $25,000.00. Seller does not have any liabilities for
compensation to any former employee of the Business.

         4.7  No Breach.  Upon entry of the Sale Approval Order, neither the
execution and delivery of this Agreement nor compliance by the Seller with any
of the provisions hereof nor consummation of the transactions contemplated
hereby, will:

         (a)  violate or conflict with any provision of the Articles of
              Incorporation or By-Laws of Seller;

         (b)  violate or, alone or with notice or the passage of time, result in
              the material breach or termination of, or otherwise give any
              contracting party the right to terminate, or declare a default
              under, the terms of any agreement, lease, note, mortgage,
              instrument or other document or undertaking, oral or written,
              relating to the Acquired Assets or the Business to which the
              Seller is a party or by which it may be bound (except for such
              violations, conflicts, breaches or defaults as to which required
              waivers or consents by other parties have been, or will, prior to
              the Closing, be obtained or discharged pursuant to the Sale
              Approval Order);

         (c)           result in the creation of any lien upon any of the
              Acquired Assets;

         (d)           violate any judgment, order, injunction, decree or award
              against, or binding upon, the Seller, any of the Acquired Assets
              or the Business; or

         (e)           violate any Requirement of Law of any jurisdiction
              relating to the

<PAGE>

              Seller, the Acquired Assets or the Business.

         4.8  Brokers.  All negotiations relative to this Agreement and the
transactions contemplated hereby have been carried on directly with the Buyer by
the Seller without the intervention of any broker, finder, investment banker or
other third party other than Loeb Partners Corporation ("Loeb"). Except for
Loeb, the Seller has not engaged, consented to, or authorized any broker,
finder, investment banker or other third party to act on its behalf, directly or
indirectly, as a broker or finder in connection with the transactions
contemplated by this Agreement. Seller shall be solely and exclusively
responsible for all fees and other compensation payable to Loeb. Seller hereby
agrees to indemnify the Buyer, and to hold he Buyer harmless, from and against
any claim for brokerage, finders fee or similar commission or other compensation
which may be made against the Buyer by Loeb or any other third party in
connection with any of the transactions contemplated hereby, which claim shall
be based upon any action by or on behalf of the Seller.

         4.9  Subsidiaries.  Seller does not conduct the Business through any
foreign or domestic subsidiaries and/or Affiliates, other than Aerovox Mexico.
No subsidiary or Affiliate of the Seller or any Person other than the Seller
owns any of the Acquired Assets or has any interest therein (other than security
interests set forth on Schedule 4.3) and the Sale Approval Order shall so
provide.

         4.10 No Consents.  There are no consents and approvals of any foreign
or domestic Governmental Authorities (other than Bankruptcy Court orders) and of
other third parties which are required to be obtained by or on behalf of Seller
in order to enable such party to enter into and carry out this Agreement in all
material respects.

         4.11 Compliance with Laws.  To Seller's Knowledge, except as set forth
in Schedule 4.11, the operation of the Business and the Acquired Assets has been
conducted in material compliance with all applicable Requirements of Law of all
federal, state, municipal and other political subdivisions and any Governmental
Authorities having jurisdiction over Seller, the Business and/or Acquired
Assets.

         4.12 Inventory.  All Inventory is owned by Seller and is valued at an
amount determined in accordance with GAAP consistently applied and has been
priced at the lower of cost or market on a first-in, first-out basis. Schedule
4.12 also set forth the locations where all Inventory is held or stored. Except
as set forth in Schedule 4.12, no Inventory is subject to any consignment, bill
and hold or other similar arrangements.

         4.13 Permits.  Schedule 4.13 sets forth all material permits, licenses,
orders, franchises and approvals (collectively, the "Permits") from all
Governmental Authorities obtained by Seller relating to the Acquired Assets and
the conduct of the Business, and all such Permits are transferable to Buyer
pursuant to the term hereof. To Seller's Knowledge, Seller is in material
compliance with all applicable Requirements of Law of the Governmental
Authorities which have issued such Permits.

                                    ARTICLE V

<PAGE>

                   REPRESENTATIONS AND WARRANTIES OF THE BUYER

         As an inducement to the Seller to enter into this Agreement, the Buyer
hereby makes the following representations and warranties as of the date hereof
to the Seller, but none of which shall survive the Closing of the transactions
contemplated hereby for any reason:

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

5.2 Organization of the Buyer. The Buyer is a limited liability company duly
    formed, validly existing and in good standing under the laws of the State of
    Delaware, and has the limited liability company power and authority to
    operate its properties and to carry on its business as it is now being
    conducted or presently proposed to be conducted.

5.3 Brokers. No Person is entitled to any brokerage, financial advisory,
    finder's or similar fee or commission payable by the Buyer in connection
    with the transactions contemplated by this Agreement based upon arrangements
    made by or on behalf of the Buyer.

                                   ARTICLE VI

                                    COVENANTS

         Seller and the Buyer hereby covenant and agree as follows:

6.1      Conduct of Business.


         (a)  Except as otherwise required by the Bankruptcy Court and/or
Bankruptcy Code, during the period from and after the date hereof to the Closing
Date (the "Pre-Closing Period"), Seller shall conduct the Business only in the
Ordinary Course, and make no material change in any of its policies without the
prior written consent of Buyer. Seller shall not, without the prior written
consent of Buyer (except as otherwise expressly set forth in this Agreement):
(i) enter into any contract or agreement or make any commitment with respect to
the Business or Acquired Assets other than in the Ordinary Course; (ii) sell,
assign, transfer or otherwise dispose of any of the Acquired Assets or any
rights with respect to the Business other than in the Ordinary Course; (iii)
create, incur, assume or suffer to exist, any Encumbrance upon the Acquired
Assets; or (iv) assign, modify or cancel any Assumed Contract.

<PAGE>

         (b)  During the Pre-Closing Period, Seller shall use its reasonable
efforts, subject to the requirement of the Bankruptcy Court and Bankruptcy Code,
to preserve the Business intact (except as Buyer may otherwise approve) and to
preserve its good will and business relationships with customers, suppliers,
employees and others.

         (c)  During the Pre-Closing Period, Seller shall use its best efforts
to (i) file the Motion at the earliest possible date and (ii) obtain approval
and entry by the Bankruptcy Court at the earliest possible date of the Bidding
Procedures Order, Sale Approval Order and other applicable orders.

         (d)  During the Pre-Closing Period, Seller shall provide Buyer with
such monthly reports and financial statements relating to the Business prepared
in connection with the Bankruptcy Case and such other information as Buyer may
from time to time reasonably request.

         (e)  Seller shall deliver to Buyer from time to time during the
Pre-Closing Period amendments and changes to the Schedules under Article IV of
this Agreement, disclosing therein all matters arising or discovered after the
date hereof which, if existing or occurring or known as of the date hereof,
would have been required to be set forth or described in such Schedules. No
supplement or amendment of the Schedules made pursuant to this Section 6.1 (e)
shall be deemed to cure any breach of any representation or warranty made by
Seller hereunder.

6.2  Access.

         (a)  During the Pre-Closing Period, the Buyer and its representatives
shall, during regular business hours, have free and full access to business
records, personnel, facilities and operations of the Seller relating to the
Business and/or Acquired Assets.

         (b)  During the Pre-Closing Period, the Buyer, at its sole cost and
expense, shall have the right to retain an environmental consultant to undertake
an environmental assessment of the Seller's New Bedford Facility, including,
without limitation, a Phase I assessment and, if recommended by the
environmental consultant, a Phase II assessment which may involve, among other
things, intrusive sampling and testing of the soil and groundwater, integrity
testing of any underground storage tanks, an asbestos survey and radon testing.
Seller shall provide or cause to be provided free and full access to the Buyer
and its consultants for the conduct of all such environmental assessments and
reports, and shall provide to the environmental consultant all known and
available information and documentation concerning any environmental matters
pertaining to the Business and/or Acquired Assets, including the New Bedford
Facility. Buyer shall repair all damage to the New Bedford Facility caused
directly by any such environmental testing conducted by or behalf of the Buyer.

6.3  Non-Competition Agreement. Buyer, Seller, Aerovox Mexico, Neuva Generacion
     Manufacturas, S.A. de C.V. ("NGM"), and Enrique Sanchez, ("Sanchez") shall
     enter into the Non-Competition Agreement on or prior to the Closing Date in
     the form annexed hereto as Schedule 6.3 (the "Non-Competition Agreement").

<PAGE>

6.4      Assumed Contracts. During the Pre-Closing Period, the Seller shall use
         reasonable efforts to obtain a Bankruptcy Court order approving
         assignment of the Assumed Contracts, and providing that Seller shall be
         solely responsible for any cure obligations thereunder, and the Buyer
         will reasonably cooperate with the Seller in obtaining such approvals.

6.5      Cooperation. During the Pre-Closing Period, the Seller and the Buyer
         (i) shall promptly inform each other of any communication from any
         governmental authority relating to this Agreement, the transactions
         contemplated hereby and any related filing, notification or request for
         approval and (ii) shall permit the other party to review in advance any
         proposed written communication or information submitted to any such
         governmental authority in response thereto.

6.6      Sublease of New Bedford Facility. At Closing, the Buyer and the Seller
         or other designated entity shall enter into a sublease or other
         agreement granting to the Buyer the right to use and occupy the entire
         New Bedford Facility Property for a term of one (1) year as set forth
         in the form of sublease annexed hereto as Schedule 6.6 (the "New
         Bedford Facility Sublease"). On or prior to the Closing Date, the
         Seller shall deliver either (a) a provision in the Sale Approval Order
         in a form acceptable to Buyer in its sole discretion which makes
         unneccessary the obtaining of any Lease Consents (as defined below) or
         (b) a non-disturbance and subordination agreement and an estoppel
         certificate and consent duly executed by each of Key Bank N.A., as
         Seller's secured lender, and the New Bedford Redevelopment Authority
         and the City of New Bedford, in the form acceptable to the Buyer in its
         sole discretion(the "Lease Consents").

6.7      Relocation of Juarez Assets.

         (a)  On or prior to the Closing Date, Seller shall relocate all
finished goods, raw materials and work in process inventory items constituting
part of the Acquired Assets and presently located at the Seller's facility in
Juarez, Mexico (the "Juarez Inventory ") from such facility in Juarez, Mexico to
the Seller's facility in El Paso, Texas, except for those inventory items
required to satisfy the then current production requirements at the Juarez,
Mexico facility. Buyer shall be solely and exclusively responsible to pay all
costs and expenses relating to such relocation of the Juarez Inventory,
including without limitation, shipping, freight and insurance and taxes.

         (b)  Following delivery of written notice to Seller after the Closing,
Seller shall use good faith and its best efforts to relocate certain equipment
presently located in Juarez, Mexico and being acquired by Buyer as set forth on
Schedule 6.7(b) annexed hereto (to be agreed by Seller and Buyer prior to
Closing) (the "Juarez Equipment") to the New Bedford Facility within fourteen
(14) days after delivery of such notice, at the Seller's sole expense and, to
the extent that, after utilizing such good faith and best efforts, Seller is not
successful in relocating the Juarez Equipment as provided herein, then Buyer
shall not be entitled to any form of relief or purchase price adjustment
relating to the Juarez Equipment.

<PAGE>

         (c)  Buyer may, at its sole option, designate the Seller to act as
contract manufacturer following the Closing in respect of the business at the
Juarez facility upon such terms and conditions as shall be mutually acceptable
to Buyer and Seller.

6.8      Employment Matters.

                    (a)    Employment. Buyer shall offer employment in respect
                           of the period following the Closing Date to those
                           Business Employees who are actively employed in the
                           Business on the Closing Date exclusively at the New
                           Bedford Facility, except for those employees listed
                           on Schedule 6.8(a), who shall not be deemed to
                           constitute Business Employees hereunder (which
                           Schedule 6.8(a) may be amended from time to time
                           prior to the Closing Date provided, however, that the
                           exclusion of the number of employees listed on
                           Schedule 6.8(a) from Business Employees hereunder
                           shall not, by itself, trigger the notification
                           requirements under the WARN Act). Buyer shall not
                           offer or be deemed in any manner whatsoever to offer
                           employment to any other employee or former employee
                           of the Seller (whether or not employed by the
                           Business) at the New Bedford Facility or any other
                           facility of the Seller. The offer of employment
                           described above shall be solely and exclusively upon
                           such terms and conditions as shall be determined by
                           the Buyer in its sole and absolute discretion. The
                           employment by the Buyer of any Business Employee at
                           the New Bedford Facility who accepts the terms and
                           conditions of employment offered by the Buyer shall
                           commence on the Closing Date (or at such later date
                           specified by the Buyer). For purposes hereof,
                           Business Employees who accept employment with the
                           Buyer as of the Closing Date (or at such later date
                           specified by the Buyer) are hereinafter referred to
                           as "Post-Closing Employees".

                    (b)    Employees. Prior to the Closing, the Seller shall use
                           reasonable efforts to retain the services of the
                           Business Employees at the New Bedford Facility, but
                           shall not be required to expend any additional funds
                           outside the Ordinary Course. Seller agrees to
                           cooperate with the Buyer by providing the Buyer
                           during the Pre-Closing Period with reasonable access
                           to meet with the Business Employees and to distribute
                           to such Business Employees such forms and other
                           documents relating to employment by the Buyer after
                           the Closing Date as the Buyer shall reasonably
                           request. Nothing in this Agreement shall be deemed to
                           require the Buyer to retain any of the Post-Closing
                           Employees for any period of time or at any particular
                           compensation rate or in any particular position or
                           prevent the Buyer from being able to continue, modify
                           or establish

<PAGE>

                           such benefits and conditions of employment as the
                           Buyer shall determine in its sole discretion.

                    (c)    No Assumption of Employee Benefits or Liabilities.
                           Buyer shall not assume any of the Employee Benefit
                           Plans (including any multi-employer plans), or any
                           rights, duties, obligations or liabilities of any
                           kind or nature thereunder, nor shall it become a
                           successor employer or be responsible in any manner
                           whatsoever for any obligations or responsibilities of
                           the Seller and/or its subsidiaries and Affiliates
                           with respect to the participation of any such party
                           in any Employee Benefit Plan or any other benefit
                           plan or arrangement of such entities, nor shall the
                           Buyer be obligated by this Agreement to make any
                           provision with respect to employee benefits of any
                           kind or nature whatsoever after the Closing Date. The
                           Buyer shall not assume any obligation, duty, right or
                           liability to any employee of the Business (whether or
                           not a Business Employee) in connection with such
                           employee's employment (including, without limitation,
                           with respect to any employment or similar agreement
                           or arrangement) with the Seller and/or its
                           subsidiaries or Affiliates in respect of any period
                           prior to the Closing Date or arising out of the
                           transactions contemplated by this Agreement. The
                           Buyer shall not be responsible in respect of any
                           payroll, employee benefits (including pension,
                           health, welfare, vacation, sick pay, severance and
                           insurance benefits) and/or other compensation of any
                           kind or nature whatsoever payable or accrued in
                           respect of any employee and/or former employee of the
                           Business relating to any period prior to the Closing
                           or arising out of the transactions contemplated by
                           this Agreement, whether an employee of the Seller
                           and/or any of its subsidiaries or Affiliates, whether
                           or not such employee is a Business Employee or
                           Post-Closing Employee, and whether or not pursuant to
                           any Employee Benefit Plan, except only as expressly
                           set forth in Section 6.8(e) below in respect of
                           accrued vacation, personal time and sick pay only for
                           Post-Closing Employees. Notwithstanding the
                           foregoing, following the Closing Date, Buyer shall be
                           responsible for the obligations for future
                           performance solely from and after the Closing Date in
                           respect of Post-Closing Employees only under any
                           collective bargaining agreement which shall be listed
                           as an Assumed Contract in Schedule 2.3 hereto.

                    (d)    Vesting. The Seller shall take such actions as are
                           necessary to fully vest, as of the Closing Date, the
                           accrued benefits of each Post-Closing Employee under
                           each Employee Benefit Plan which is employee pension
                           benefit plan (within the meaning of Section 3(2) of
                           ERISA).

<PAGE>

                    (e)    Vacation, Personal Time and Sick Pay. Buyer shall be
                           responsible for any accrued but unused vacation,
                           personal time and sick pay entitlements of any
                           Post-Closing Employee only as set forth in Schedule
                           6.8(e) (which Schedule 6.8(e) may be amended from
                           time to time prior to the Closing Date). Seller shall
                           be responsible of any such accrued vacation, personal
                           time and sick pay entitlements of any other employee
                           or former employee of the Business.

                    (f)    Severance Plans. Seller shall be solely and
                           exclusively responsible for any severance
                           obligations, if any, of any kind or nature
                           whatsoever, including severance obligations arising
                           out of the transactions contemplated by this
                           Agreement, in respect of any Business Employees
                           (whether or not a Post-Closing Employee, except that
                           Seller shall not be responsible for severance
                           obligations relating to Post-Closing Employees in
                           respect of any severance occurring following the
                           Closing Date) and any other employees or former
                           employee of the Business pursuant to any stay and pay
                           agreement, employment retention, severance bonus or
                           any other severance plan or arrangement of the
                           Seller, if any, including without limitation, those
                           severance plans set forth in Schedule 6.8(f).

                    (g)    WARN Act. Subject to the provisions set forth herein,
                           the Buyer shall be responsible for the obligations
                           and liabilities under the Worker Adjustment and
                           Retraining Notification Act, as amended ("WARN"),
                           occurring following the Closing Date with respect to
                           Post-Closing Employees and arising out of the
                           transactions contemplated hereby. During the
                           Pre-Closing Period, the Seller shall not cause any
                           plant closing or reduction in force that would be
                           considered an employment loss (as defined under the
                           state or federal WARN Act) even if such employment
                           loss does not immediately trigger a notice obligation
                           under the state or federal WARN Act.


         (h)  Third Party Beneficiaries. No provision of this Section 6.8 shall
create any third-party beneficiary rights in any Business Employee or former
employee of the Business (including any beneficiary or dependent thereof),
including, without limitation, any right to continued employment or employment
in any particular position with the Buyer for any specified period of time after
the Closing Date.

6.9      Grant of
         Temporary License.  For a period of one (1) year following the Closing
         (the

<PAGE>

         "Temporary License Period"), the Seller shall have the right to grant
         temporary non-exclusive licenses to use the name "Aerovox" and related
         domain name for manufacturing purposes in the ordinary course of the
         applicable business being purchased (the "Temporary License") only to
         unaffiliated third parties (except for Sanchez) who shall purchase or
         acquire assets or capital stock of a subsidiary which are not Acquired
         Assets from the Seller and/or its Affiliates. Any Temporary License
         granted by the Seller to such unaffiliated third party purchasers shall
         (i) not relate in any manner to the Business or any products thereof
         and the applicable business being acquired shall not compete directly
         or indirectly with the Business; (ii) provide for a term not exceeding
         one (1) year; and (iii) and otherwise be subject to the approval of,
         and upon terms and provisions satisfactory to, the Buyer. The Buyer
         agrees to take appropriate action to effectuate such licenses in the
         event that such third party transactions occur during the Temporary
         License Period.

6.10     Submission for Bankruptcy Court Approval.

         (a)  In connection with the transactions contemplated by this
Agreement, the Seller shall, on or prior to April 26, 2002, file with the
Bankruptcy Court a motion or motions (the "Motion") seeking entry of each of the
following orders:

              (i)   Bidding Procedures Order. An order (the "Bidding Procedures
Order") in the form of Schedule 6.10A, providing for the Bidding Procedures and
payment of the Termination Fee as set forth in Section 9.1 hereof, which Bidding
Procedures Order shall be in form and substance satisfactory to the Buyer and
its counsel in their sole discretion.

              (ii)  Sale Approval Order. An order or orders (the "Sale Approval
Order") in the form of Schedule 6.10B, which Sale Approval Order shall be in
form and substance satisfactory to the Buyer and its counsel in their sole
discretion, pursuant to Sections 105, 363, 365 and 1146(c) and other applicable
provisions of the Bankruptcy Code, among other things: (A) authorizing and
approving the sale of the Acquired Assets to the Buyer pursuant to this
Agreement free and clear of all Encumbrances whatsoever, and approving the terms
of this Agreement; (B) finding that the Buyer is acting in good faith, and is
entitled to the protections of a buyer under Section 363(m) of the Bankruptcy
Code pursuant to the transactions contemplated by this Agreement; (C) finding
that the transfer to the Buyer and the transactions contemplated by this
Agreement will be free and exempt from all federal, state municipal and other
laws imposing a transfer, stamp, excise, recording or other similar Tax; (D)
containing such other findings and provisions as may be reasonably requested by
the Buyer (including a finding that notice of the transactions contemplated by
this Agreement, including notice to all parties to the Assumed Contracts, has
been properly given) to assure that: (1) title to the Acquired Assets will be
transferred to the Buyer free and clear of all Encumbrances of any kind or
nature whatsoever; (2) the Seller will be duly authorized to execute and deliver
such documents and instruments as the Seller is required to execute and deliver
pursuant to the terms of this Agreement; and (3) the Seller, upon assuming and
assigning to the Buyer of each of the Assumed Contracts, will have properly
assumed and assigned the same, and there will be no defaults thereunder as of
the Closing Date and the assignment to Buyer shall not constitute a default
thereunder or constitute a

<PAGE>

violation of any Requirement of Law; (4) the Buyer shall not be liable for or
assume any pre-petition or post-petition debts, liabilities, obligations or
commitments of the Seller or any other party of any kind or nature whatsoever in
respect of the Business or Acquired Assets or otherwise, except for the
post-closing obligations under any Assumed Contracts and the obligations of
Buyer under Section 6.8(e) and Section 6.8(g); (5) approving the New Bedford
Facility Sublease in the form annexed hereto as Exhibit 6.6 and without the
necessity of obtaining any Lease Consents thereto (and providing for the
execution and delivery by KeyBank, N.A., Seller's secured lender, of a
non-disturbance agreement in form reasonably acceptable to the Buyer, Buyer's
lender and Key Bank); (E) finding that the Buyer will have no liabilities or
obligations of any kind or nature whatsoever in respect of the Excluded
Belleville Avenue Property and/or any judgments, orders, awards or decrees
entered into by the Seller or any other Person relating thereto; (F) finding
that any customers of Buyer following the Closing Date shall not have a right of
set-off against Buyer arising out of any claims, contracts and other dealings
with Seller; (G) finding that no Person, including any Affiliate of Seller, owns
any Acquired Assets or any interest therein (other than security interests as
set forth in Schedule 4.3); and (H) no consents or approvals of any other
Governmental Authorities or any third parties are required to be obtained in
connection with the transaction contemplated hereby.

              (iii) Approval of Bidding and Sale Approval Orders.
Notwithstanding Buyer's approval rights with respect to the Bidding Procedures
Order and the Sale Approval Order, Buyer shall not require that any such order
include any provision which is in direct contravention of the express provisions
of this Agreement.

         (b)  Seller shall obtain the Bankruptcy Court's approval of: (i) the
Bidding Procedures Order no later than May 1, 2002; (ii) the Sale Approval Order
no later than June 28, 2002; and (iii) any other order of the Bankruptcy Court
relating to this Agreement or the transactions contemplated hereby, no later
than fifteen (15) days following the date of filing of a motion for approval
thereof, which periods may be extended by the Buyer in its reasonable
discretion. Seller and the Buyer shall inform one another regarding pleadings
which any of them intend to file, or positions any of them intend to take, with
the Bankruptcy Court in connection with or which might reasonably affect, the
Bankruptcy Court's approval of the Bidding Procedures Order and Sale Approval
Order or any other such order. Neither the Seller nor the Buyer will file any
pleadings or take any position inconsistent with obtaining the Bankruptcy
Court's approval of the Bidding Procedures Order or the Sale Approval Order or
any such other order subject to Seller's fiduciary obligations. Seller shall
promptly (and, in any event, within one (1) Business Day after the receipt of
any written request) provide the Buyer and its counsel with copies of all
notices, filings and orders of the Bankruptcy Court (and other courts)
pertaining to the motion for approval of the Bidding Procedures Order, Sale
Approval Order or any other order relating to any of the transactions
contemplated by this Agreement.

         (c)  If the Bidding Procedures Order, Sale Approval Order or any other
orders of the Bankruptcy Court relating to this Agreement or the transactions
contemplated hereby shall be appealed by any Person other than the Buyer (or if
any petition for certiorari or motion for reconsideration, amendment,
clarification, modification, vacation, stay, rehearing or reargument

<PAGE>

shall be filed with respect to the Bidding Procedures Order, Sale Approval Order
or other such order), then if and to the extent required by Buyer, Seller shall,
at Buyer's sole cost and expense, take all steps to diligently to prosecute such
appeal, petition or motion and Seller shall use its reasonable efforts to obtain
an expedited resolution of any such appeal, petition or motion.

6.11     Bulk Sales Compliance or Transfer Laws. Based on the protections to be
         afforded to the Buyer under the Sale Approval Order, the Buyer hereby
         waives compliance by the Seller with the provisions of the bulk sales
         or transfer laws of all applicable jurisdictions.

6.12     Access to Information; Maintenance of Records.

              (a)   Following the Closing, for a period of the later of (i) six
(6) years after the Closing Date and (ii) the date of entry of an order of the
Bankruptcy Court closing the 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 or the Acquired Assets, including all information
pertaining to the Assumed 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 Assumed Contracts or Excluded Liabilities, or
other matters relating to or affected by the operation of the Business and the
Acquired Assets.

              (b)   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, except that any information relating to the Business
prior to the Closing shall not be deemed to be deemed 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
so supply. The applicable party exercising this right of access shall be solely
responsible for any costs or expenses incurred by it hereunder.

              (c)   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.

6.13     Condition of Acquired Assets. 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 Acquired Assets and the Business; and (b) the
         Buyer is familiar with the Acquired Assets and the Business and has
         been afforded the full opportunity, to the extent it desired to do so,
         to inspect and review (i) the

<PAGE>

         books and records of the Seller and (ii) 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. The sale and purchase of the
         Acquired Assets hereunder shall be without representation or warranty
         of any kind, express or implied, except as provided in this Agreement.
         Nothing contained herein shall be deemed to limit or restrict the right
         of Buyer to conduct due diligence investigations or examinations in
         respect of the Business and/or Acquired Assets during the entire
         Pre-Closing Period through the Closing Date; provided, however that the
         results of any such investigations or examinations shall not constitute
         a condition to Closing hereunder.

         6.14 Further Assurances. Subject to the terms and conditions of this
Agreement and the requirements of the Bankruptcy Court or Bankruptcy Code, each
of the parties hereto shall use its reasonable efforts to take, or cause to be
taken, all actions, and to do, or cause to be done, all things reasonably
necessary, proper or advisable under applicable laws and regulations to
consummate and make effective the sale of the Acquired Assets in accordance with
this Agreement, including using best efforts to ensure timely satisfaction of
the conditions precedent to each party's obligations hereunder. From time to
time on or after the Closing Date, Seller shall, at its own expense, execute and
deliver such documents to the Buyer as the Buyer may reasonably request in order
to further evidence Buyer's title to the Acquired Assets. From time to time
after the date hereof, each party at its own expense, shall execute and deliver
such documents to the other party as such other party may reasonably request in
order to more effectively consummate the sale of the Acquired Assets and the
assumption and assignment of the Assumed Contracts in accordance with this
Agreement.

         6.15 Exclusivity. From and after the date hereof to the date of entry
of the Bidding Procedures Order by the Bankruptcy Court (the "Exclusive
Period"), neither Seller nor any of its Affiliates or any of their respective
officers, directors, shareholders or agents shall, directly or indirectly,
through any representative or otherwise, enter into any agreement, discussion or
negotiation with, or provide any information to, or solicit, encourage,
entertain or consider any inquiries or proposals from, any person or entity
(other than Buyer) with respect to any sale or possible sale of the Acquired
Assets or any significant portion thereof, or any stock purchase, merger or
other business combination involving the Business.

         6.16 Use of Seller's Names or Intellectual Property. Seller agrees
that, on or prior to the Closing Date, Seller shall take all actions reasonably
deemed necessary or appropriate by Buyer to (i) cause the names of Seller and
its subsidiaries which currently utilize the names "Aerovox", "Aeromet",
"Supermet" and "Blue Mike" to be changed to names that does not include the
names "Aerovox", "Aeromet", "Supermet" and "Blue Mike" or contain any references
thereto, including without limitation, changing the name of the caption of the
Bankruptcy Case, (ii) not advertise or hold themselves out as Seller or an
Affiliate thereof, (iii) not to use any of the Intellectual Property of Seller
which are part of the Acquired Assets, and (iv) take all actions as may be
reasonably requested by Buyer to vest in Buyer or its designees all right, title
and interest in the names "Aerovox ", "Aeromet", "Supermet" and "Blue Mike"

<PAGE>

(including, but not limited to, an assignment of all Seller's right, title and
interest in any trademarks or servicemarks registered anywhere in the world, or
trademark or servicemark applications or renewal filings pending anywhere in the
world, using the names "Aerovox", "Aeromet", "Supermet", and "Blue Mike"), and
other Intellectual Property that are part of the Acquired Assets, and any
reasonable costs and expenses relating thereto shall be paid by the Buyer. The
provisions of this Section 6.16 shall be subject to the right of Seller to grant
the Temporary License to certain third party purchasers of other assets pursuant
to Section 6.9 hereof.

         6.17 Tax Matters.

              (a)   Buyer and Seller agree to furnish or cause to be furnished
to each other, upon request, as promptly as practicable, such information and
assistance relating to the Business and/or Acquired Assets (including reasonable
access to books and records) as is reasonably necessary for the preparation and
filing of all Tax Returns in connection with matters relating to or affected by
the operations of Seller prior to the Closing, including the making of any
election relating to Taxes, the preparation for any audit by any taxing
authority, and the prosecution or defense of any claim, suit or proceeding
relating to any Tax. Seller and Buyer shall cooperate with each other in the
conduct of any audit or other proceeding relating to Taxes involving the
Business and/or Acquired Assets.

              (b)   Seller shall be solely and exclusively responsible to fully
pay and satisfy in a prompt and timely manner all Taxes, whenever arising,
either prior to or at any time following the Closing, relating to any period
prior to the Closing Date in respect of the operation of the Business and/or
Acquired Assets.

              (c)   Seller shall seek to include in the Sale Approval Order a
decretal paragraph which provides that, in accordance with Section 1146(c) of
the Bankruptcy Code, the transactions contemplated hereby are steps in the
formulation, or anticipation of the formulation, of a Chapter 11 plan for Seller
and, as such, the making or delivery of any instrument of transfer to effectuate
the transactions contemplated hereby shall be exempt from all Taxes. Following
the Closing Date, Buyer shall file any necessary Tax Returns and other
documentation with respect to the transfer of the Acquired Assets and Seller
shall fully cooperate and join in the execution of any Tax Returns and other
documentation at Buyer's request.

         6.18 APA Documents Approval. The parties hereby acknowledge that none
of the APA Documents (as defined below) have been annexed to this Agreement as
of the date of execution and delivery of this Agreement (April 18, 2002). On or
prior to April 26, 2002 (the "APA Document Approval Date"), Buyer and its
counsel shall have approved in their sole discretion the form and substance of
each of the APA Documents (as defined below) and all of the APA Documents in
such approved form shall have been annexed (or deemed to be annexed) to this
Agreement in a manner acceptable to Buyer. For purposes hereof, the "APA
Documents"

<PAGE>

shall mean all documents, instruments, schedules and exhibits referenced in this
Agreement, including without limitation, the following: (i) Bidding Procedures
Order; (ii) Sale Approval Order; (iii) New Bedford Facility Sublease; (iv)
Non-Competition Agreement; (v) Bill of Sale, Assignment and Assumption Agreement
and other instruments relating to the transfer and conveyance of the Acquired
Assets; (vi) all schedules and exhibits to Article IV hereof setting forth the
representations and warranties of the Seller; and (vii) all other schedules and
exhibits to this Agreement.

         6.19 Product Shipments.  During the period from and after the
completion of the physical count of the Inventory as set forth in Section 2.6(a)
to the Closing Date, Seller shall not ship any product or other orders to
customers.


                                   ARTICLE VII

                     CONDITIONS TO THE SELLER'S OBLIGATIONS

         The obligations of the Seller to consummate the transactions
contemplated hereby and complete the Closing are subject, to the satisfaction,
on or prior to the Closing Date, of each of the following conditions, any of
which may be waived by the Seller :

         7.1  Entry of Sale Approval Order. The Sale Approval Order shall have
been entered by the Bankruptcy Court and no court of competent jurisdiction
shall have entered an order staying such Sale Approval Order pending appeal.

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

         7.3  Absence of Litigation. No court action or proceeding shall have
been commenced to restrain or prohibit the transactions contemplated by this
Agreement, or the acquisition by the Buyer of the Acquired Assets following the
Closing.

         7.4  Payment of the Purchase Price. The Buyer shall have paid the
Purchase Price (as adjusted) in immediately available funds.



                                  ARTICLE VIII

                      CONDITIONS TO THE BUYER'S OBLIGATIONS

         The obligations of the Buyer to consummate the transactions
contemplated hereby and complete the Closing are subject to the satisfaction, on
or prior to the Closing Date, of each of the following conditions, any of which
may be waived by the Buyer:

<PAGE>

         8.1  No Encumbrances. All of the Acquired Assets shall be sold and
transferred to the Buyer at the Closing with good, valid and marketable title,
free and clear of all Encumbrances, - as provided in the Sale Approval Order.

         8.2  Filing of Motion. On or prior to April 26, 2002, the Seller shall
have filed the Motion with the Bankruptcy Court, in form and substance
reasonably acceptable to the Buyer as set forth in Section 6.10 hereof.

         8.3  Entry of Bidding Procedures Order and Sale Approval Order. (i) On
or prior to May 1, 2002, the Bidding Procedures Order shall have been entered by
the Bankruptcy Court, in form and substance acceptable to the Buyer and its
counsel in their sole discretion, and (ii) on or prior to June 28, 2002, the
Auction shall have occurred and the Sale Approval Order, in form and substance
acceptable to the Buyer and its counsel in their sole discretion, shall have
been entered by the Bankruptcy Court and no court of competent jurisdiction
shall have entered an order staying such Sale Approval Order pending appeal.

         8.4  No Material Adverse Change. During the Pre-Closing Period, there
shall have been no material adverse change in the Business and/or Acquired
Assets or the operations or financial condition or future prospects thereof;
provided, however, that the facts and circumstances resulting in any adjustment
to the Purchase Price shall not constitute a material adverse change.

         8.5  Excluded Belleville Avenue Property. The Sale Approval Order shall
include a provision, in form acceptable to the Buyer and its counsel, in their
sole discretion , to the effect that the Buyer will have no liabilities or
obligations of any kind or nature whatsoever relating to environmental
protection or any other matter in respect of the Excluded Belleville Avenue
Property and/or any judgments, orders, awards or decrees entered into by or
against the Seller or any other Person relating thereto.

         8.6  Instruments of Conveyance. Seller shall have executed and
delivered to the Buyer at the Closing the Bill of Sale, Assignment and
Assumption Agreement and all of the other documents and instruments provided for
in Section 3.2(a) hereof.

         8.7  Absence of Litigation. Other than the Bankruptcy Case, no action,
suit, proceeding or investigation shall have been instituted, and be continuing
before a court or before or by any Governmental Authority, or shall have been
threatened and be unresolved, to restrain or to prevent or to obtain damages in
respect of, the carrying out of the transactions contemplated hereby, or which
would, if adversely determined, materially affect the right of Buyer to own or
operate the Business and/or the Acquired Assets following the Closing Date.

         8.8  Representations and Warranties. All representations and warranties
of the Seller contained in this Agreement and in any schedule or exhibit shall
be true and correct in all material respects as of the Closing Date, as if made
at the Closing and as of the Closing Date.

<PAGE>

         8.9   Performance of Agreements. Seller shall have performed and
complied in all material respects with all covenants and agreements required by
this Agreement to be performed or complied with by the Seller prior to or at the
Closing.

         8.10  Certificates. Buyer shall have received a certificate, dated as
of the Closing Date, duly executed by the Chief Executive Officer of the Seller,
as to the satisfaction of the conditions contained in Sections 8.8 and 8.9
hereof.

         8.11  New Bedford Facility Sublease. Buyer and Seller shall have
executed and entered into the New Bedford Facility Sublease, and shall have
obtained all of the Lease Consents, if and to the extent required by Section
6.6, each in form and substance satisfactory to the Buyer.

         8.12  Relocation of Assets. The Juarez Inventory shall have been
relocated pursuant to Section 6.7 hereof and in a manner reasonably satisfactory
to Buyer.

         8.13  Non-Competition Agreement. Buyer, Seller, Aerovox Mexico, NGM and
Sanchez shall have entered into and executed the Non-Competition Agreement
pursuant to Section 6.3 hereof in form and substance satisfactory to the Buyer.

                                   ARTICLE IX

                         BIDDING PROCEDURES; TERMINATION

         9.1   Bidding Procedures; Termination Fee

               (a)  Bidding Procedures. As set forth in Section 8.3, the
Bankruptcy Court shall enter the Bidding Procedures Order, on or prior to the
date specified in therein, expressly approving the following bidding procedures
(collectively, the "Bidding Procedures"):

                    (i) Any competing bid, offer, plan of reorganization
               or other arrangement shall be deemed to qualify as a competing
               bid (a "Competing Bid") only if made upon terms and provisions
               substantially similar to those set forth in this Agreement and in
               respect of the sale and purchase of substantially all of the
               Acquired Assets and for an aggregate purchase price in a net cash
               amount of at least % in excess of the Purchase Price hereunder;

         (ii) Any competing bidder pursuant to subsection (i) above shall be
required to deliver a cash deposit to the Seller in an amount equal to four
percent (%) of the amount of such competing bid at the time of submission of
such bid;

         (iii) Any incremental Competing Bid made subsequent to the initial
overbid shall be at least $50,000 greater than the most recent bid; and

                    (iv) Any plan of reorganization, liquidation or other
               arrangement filed or

<PAGE>

              submitted following the date hereof by Seller with the Bankruptcy
              Court shall include, as part of such plan or arrangement, the
              purchase of the Acquired Assets by the Buyer upon the terms and
              provisions set forth in this Agreement, or which terms and
              provisions hereof may be incorporated by reference in such plan or
              arrangement. In addition, Seller shall not seek confirmation of
              its plan of reorganization filed with the Bankruptcy Court on or
              about April 15, 2002 (the "Filed Plan"), insofar as such Filed
              Plan is inconsistent with the terms and provisions hereof.

              (b)   Termination Fee.

                    (i)    Upon entry of the Bidding Procedures Order, the
              termination fee provisions set forth in the Order of the
              Bankruptcy Court entered on November 15, 2001 shall be deemed
              terminated in respect of this Agreement.

                    (ii)   The Bidding Procedures Order shall provide for the
              right of the Buyer to receive a termination fee equal to two (2%)
              percent of the entire Purchase Price ($170,000.00) (the
              "Termination Fee") promptly upon termination of this Agreement as
              a result of (except for a termination as a result of the Buyer's
              willful and material breach) the following events: (i) approval by
              the Bankruptcy Court, or any court of competent jurisdiction, of
              any Competing Bid; (ii) the determination by the Seller or any
              Chapter 11 or 7 trustee of Seller not to proceed with the
              transactions under this Agreement; (iii) the sale of all or
              substantially all of the assets or outstanding capital stock of or
              business combination involving the Seller and a party other than
              the Buyer; (iv) the conversion of the Bankruptcy Case into a case
              under Chapter 7 of the Bankruptcy Code; (v) the filing by Seller
              of a liquidating chapter 11 plan without acceptance of any asset
              purchase; or (vi) the failure to satisfy any of the conditions set
              forth in Article VIII hereof after entry of the Bidding Procedures
              Order (unless such failure results directly from the action of
              Buyer). Notwithstanding the foregoing, the failure to satisfy the
              condition in Section 8.8 hereof only (but not any other condition
              to Closing) shall not entitle Buyer to the Termination Fee unless
              such failure shall have a material adverse effect on the operation
              of the Business. The Termination Fee shall be paid directly out of
              the cash proceeds of the purchase price paid by any competing
              bidder or person or entity funding any plan, or otherwise out of
              the estate of the Seller as a super priority administrative claim.

         9.2  Termination.

              (a)          Termination. This Agreement may be terminated and the
transactions provided for herein abandoned at any time prior to the Closing Date
by:

                    (i)    the mutual written consent of the Seller and the
                    Buyer; or

                    (ii)   Buyer, if any of the conditions set forth in Article
                    VIII hereof shall not have been fulfilled on or prior June
                    18, 2002 (as may be extended for a

<PAGE>

                    10-day period to June 28, 2002 pursuant to Section 3.1
                    hereof) or shall become incapable of fulfillment and shall
                    not have been waived, except if such condition shall have
                    become incapable of fulfillment due to the material and
                    willful breach of the Buyer; or

                    (iii)  Seller, if any of the conditions set forth in Article
                    VII hereof shall not have been fulfilled on or prior to June
                    18, 2002 (as may be extended for a 10-day period to June 28,
                    2002 pursuant to Section 3.1 hereof ) or shall become
                    incapable of fulfillment and shall not have been waived,
                    except if such condition shall have been incapable of
                    fulfillment due to the material and willful breach of the
                    Seller; or

                    (iv)   Buyer, if the Bidding Procedures Order has not been
              entered by the Bankruptcy Court on or prior to May 1, 2002; or

                    (v)    Buyer, if the Sale Approval Order has not been
              entered by the Bankruptcy Court on or before June 28, 2002; or

                    (vi)   Buyer, in the event that all of the APA Documents
              shall not be approved by the Buyer on or before April 26, 2002
              pursuant to Section 6.18 hereof; or

                    (vii)  Seller, if Buyer is not the winning bidder at the
              Auction.

              (b)          Procedure and Effect of Termination. In the event of
termination of this Agreement and abandonment of the transactions contemplated
hereby by either or both of the parties pursuant to Section 9.2(a) above,
written notice thereof shall forthwith be given by the terminating party to the
other party, and this Agreement shall thereupon terminate and the transaction
contemplated hereby shall be abandoned without further action on the part of any
of the parties hereto. If this Agreement is terminated as provided in this
Section 9.2:

                    (i)    all of the terms and provisions of this Agreement
              shall thereupon be immediately void and without further force or
              effect, except for the provisions set forth in this Section 9.2
              and in Sections 9.1(b) (Termination Fee), 3.3 (expenses), 10.13
              (confidentiality) and 10.14 (remedies), respectively;

                    (ii)   all filings, applications and other submissions made
              pursuant to this Agreement, to the extent practicable, shall be
              withdrawn from the Governmental Authority to which they were made;

                    (iii)  all Confidential Information from the Seller shall be
              returned to the Seller, and all Confidential Information from the
              Buyer shall be returned to the Buyer;

<PAGE>

                    (iv)   Buyer shall be entitled to the Termination Fee from
              the Seller, if and to the extent provided in Section 9.1(b)(ii)
              hereof and the Bidding Procedures Order; and

                    (v)    the Deposit and any interest earned thereon shall
              promptly be delivered by Escrow Agent in accordance with the terms
              of the Escrow Agreement.

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

         10.1 Publicity. Each party shall consult with the other prior to
issuing any press release or otherwise making any public statements with respect
to the transactions contemplated hereby, and no party shall issue any such press
release or make any such public statements or comments relating to such
transactions without the prior written consent of the other (which shall not be
unreasonably withheld), except as may be required by an applicable law.

         10.2 No Third-Party Beneficiaries. Nothing in this Agreement shall be
construed as giving any Person other than the parties hereto any legal or
equitable right, remedy or claim under or with respect to this Agreement.

         10.3 Entire Agreement; Amendments and Waivers. This Agreement, together
with all exhibits and schedules hereto, constitutes the entire agreement among
the parties pertaining to the subject matter hereof, and merges and supersedes
all prior agreements, understandings, negotiations and discussions, whether oral
or written, of the parties with respect thereto. No amendment, supplement,
modification or waiver of this Agreement shall be binding unless executed in
writing by on or behalf of the party to be bound thereby. No waiver of any of
the provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provision hereof (whether or not similar), nor shall such waiver
constitute a continuing waiver unless otherwise expressly provided.

         10.4 Assignment; Successors. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors
(including any trustee appointed in the Bankruptcy Case) and permitted assigns
of the parties hereto. No assignment of any rights or delegation of any
obligations provided for herein may be made by any party hereto without the
express written consent of the other party. Notwithstanding the foregoing, the
Buyer may at any time assign all or any portion of its right, title and interest
under this Agreement to any of its Affiliates without the consent or approval of
the Seller.

         10.5 Notices. All notices, requests, demands and other communications
which are required or may be given under this Agreement shall be in writing and
shall be deemed to have been duly given when received, if personally delivered;
upon receipt of telephonic confirmation, if transmitted by telecopy or
facsimile; the day after it is sent, if sent for next day delivery to a

<PAGE>

domestic address by recognized overnight delivery service (including Federal
Express); and three (3) days after mailing, if sent by certified or registered
mail, return receipt requested. In each case, notice shall be sent to:

<TABLE>
         <S>                                         <C>
         If to the Seller, addressed to:             Robert Elliott, President
                                                     Aerovox Incorporated
                                                     167 John Vertente Blvd
                                                     New Bedford, MA 02745-1221
                                                     Phone: (508) 910-3100
                                                     Fax: (508) 910-3179

         with a copy to:                             Harold B. Murphy, Esq.
                                                     Hanify & King, P.C.
                                                     One Beacon Street
                                                     Boston, MA 02108
                                                     Phone: (617) 423-0400
                                                     Fax: (617) 556-8985

         If to the Buyer, addressed to:              Parallax Power Components, LLC
                                                     122 East 42/nd/ Street, Suite 1115
                                                     New York, NY 10168
                                                     Attn:  Nathan J. Mazurek
                                                     Phone: (212) 867-0700
                                                     Fax: (212) 867-1325

         with a copy to:                             Joshua Glikman, Esq.
                                                     Shiboleth, Yisraeli, Roberts & Zisman, L.L.P.
                                                     350 Fifth Avenue, Suite 6001
                                                     New York, NY 10016
                                                     Phone: (212) 244-4111
                                                     Fax: (212) 563-7108
</TABLE>

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

         10.6 Choice of Law. This Agreement shall be construed and interpreted,
and the rights of the parties determined in accordance with, the laws of the
Commonwealth of Massachusetts (without regard to its conflicts of laws
principles). Each party irrevocably consents to the service of any and all
process in any action or proceeding arising out of or relating to this Agreement
by the transmitting of copies of such process to each party at its address
specified in Section 10.5 and in a manner provided for in Section 10.5. The
parties hereto irrevocably submit to the exclusive jurisdiction of the
Bankruptcy Court (or any court exercising appellate jurisdiction over the
Bankruptcy Court) over any dispute arising out of or relating to this Agreement
and any other agreement or instrument contemplated hereby or entered into in
connection herewith, or any of the transactions contemplated hereby or thereby
and any such dispute shall be deemed to

<PAGE>

have arisen in the Commonwealth of Massachusetts. Each party hereby irrevocably
agrees that all claims in respect of such dispute or proceeding may be heard and
determined in such courts. The parties hereby irrevocably waive, to the fullest
extent permitted by applicable law, any objection which they may now or
hereafter have to the laying of venue of any such dispute brought in such court
or any defense of inconvenient forum in connection therewith.

         10.7 Construction. The headings and captions of the various Articles
and Sections of this Agreement have been inserted solely for purposes of
convenience, are not part of this Agreement, and shall not be deemed in any
manner to modify, explain, expand or restrict any of the provisions of this
Agreement. All Exhibits and Schedules attached are made a part hereof. Wherever
in this Agreement the singular number is used, the same shall include the
plural, and the masculine gender shall include the feminine and neuter genders,
and vice versa, as the context shall require.

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

         10.9  Multiple 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.

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

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

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

         10.13 Confidential Information. Each party hereby agrees that such
party and its representatives will hold in strict confidence all information and
documents received from the other parties (the "Confidential Information") and,
if the transactions herein contemplated shall not be

<PAGE>

consummated, each party will continue to hold the Confidential Information in
strict confidence and will return to such other parties all such documents
(including the exhibits and schedules hereto) then in such receiving party's
possession without retaining copies thereof; provided, however, that each
party's obligations under this Section 10.13 to maintain such confidentiality
shall not apply to any information or documents that are in the public domain at
the time furnished by the others or that become in the public domain thereafter
through any means other than as a result of any act of the receiving party or of
its agents, officers, directors or stockholders, as the case may be, which
constitutes a breach of this Agreement, or that are required by the Bankruptcy
Court or Bankruptcy Code or other applicable Requirement of Law to be disclosed.

         10.14 Remedies. Seller and Buyer hereby acknowledge and agree that
money damages may not be an adequate remedy for any breach or threatened breach
of any of the provisions of this Agreement and that, in such event, Seller or
its successors or assigns, or Buyer or its successors or assigns, as the case
may be, may, in addition to any other rights and remedies existing in their
favor, apply to any court of competent jurisdiction for specific performance,
injunctive and/or other relief in order to enforce or prevent any violations of
this Agreement.

<PAGE>

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

                                Aerovox Incorporated


                                By: /S/ ROBERT D. ELLIOTT
                                    ---------------------------------------
                                Name: Robert Elliott
                                Title: President


                                Parallax Power Components, LLC


                                By: /S/ NATHAN J. MAZUREK
                                   ----------------------
                                Name: Nathan J. Mazurek
                                Title: Authorized Person

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.3
<SEQUENCE>5
<FILENAME>dex23.txt
<DESCRIPTION>ASSIGNMENT AND ASSUMPTION AGREEMENT
<TEXT>
<PAGE>

                                                                     Exhibit 2.3
                                                                 Schedule 1.1(a)

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

          AGREEMENT, dated July 26, 2002, between AEROVOX INCORPORATED, a
Delaware corporation (the "Seller"), and PARALLAX POWER COMPONENTS, LLC, a
Delaware limited liability company (the "Buyer"). Capitalized terms used but not
otherwise defined herein shall have the same meaning as set forth in the
Agreement (as defined below).

          WHEREAS, Seller and Buyer have entered into the Amended and Restated
Asset Purchase Agreement, dated as of April 18, 2002 (the "Agreement"), pursuant
to which the Seller has agreed to sell, and the Buyer has agreed to purchase,
the Acquired Assets; and

          WHEREAS, the Agreement provides, among other matters, for Seller to
assign to Buyer all of Seller's rights under the Assumed Contracts;

          NOW, THEREFORE, in consideration of the recitals, the agreements and
obligations contained herein and certain other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree, effective as of the date hereof, as follows:

          1. Assignment by Seller. Seller hereby assigns to Buyer all of the
Seller's right, title and interest in, to and under the Assumed Contracts (as
defined in Section 2.3 of the Agreement) set forth in Schedule A annexed hereto
and made a part hereof.

          2. Assumption by Buyer. Buyer hereby assumes and agrees to pay,
perform and discharge all obligations for future performance solely from and
after the Closing Date under the Assumed Contracts. Notwithstanding anything to
the contrary contained herein, or in any other agreement or instrument , Buyer
shall not assume or be responsible for any cure amounts of any kind or nature
whatsoever in respect of any Assumed Contract for any period prior to the
Closing Date. Buyer does not assume, and shall not be liable for, any of the
Excluded Liabilities (as defined in Section 2.4 of the Agreement).

          3. Agreement. This Agreement shall not be deemed to supersede any of
the provisions of the Agreement.

          4. Successors and Assigns. All of the terms and provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.

          5. Further Actions. The parties agree, on behalf of themselves and
their respective successors and assigns, to execute and deliver, or cause to be
executed and delivered,

<PAGE>

and to do or make or cause to be done or made all further instruments,
supplemental, confirmatory or otherwise, as may be required by the other in
order to effectuate the foregoing.

          6. Governing Law. This Agreement shall be construed and enforced in
accordance with the laws (other than conflicts of law rules) of the Commonwealth
of Massachusetts.

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                                            AEROVOX INCORPORATED


                                            By: /s/ ROBERT D. ELLIOTT
                                               ----------------------



                                            PARALLAX POWER COMPONENTS, LLC


                                            By: /s/ NATHAN J. MAZUREK
                                               ----------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.4
<SEQUENCE>6
<FILENAME>dex24.txt
<DESCRIPTION>BILL OF SALE
<TEXT>
<PAGE>

                                                                     Exhibit 2.4
                                                                 Schedule 1.1(b)

                                  BILL OF SALE

         KNOW ALL MEN BY THESE PRESENTS that AEROVOX INCORPORATED, a Delaware
corporation (the "Seller"), for good and valuable consideration paid to it at or
prior to the delivery of this instrument, the receipt and sufficiency of which
is hereby acknowledged, does hereby sell, grant, bargain, convey, confirm,
assign, transfer and deliver to PARALLAX POWER COMPONENTS, LLC, a Delaware
limited liability company (the "Buyer"), and its successors and assigns forever,
all of Seller's right, title and interest, legal and equitable, in, to or
arising from each and every one of the Acquired Assets, as defined in Section
2.1 of that certain Amended and Restated Asset Purchase Agreement, dated as of
April 18, 2002 (the "Agreement"), between Seller and Buyer, free and clear of
all Encumbrances as set forth in the Agreement and the Sale Approval Order .
Terms used but not otherwise defined herein shall have same meanings as set
forth in the Agreement.

         TO HAVE AND TO HOLD all of the Acquired Assets unto Buyer and its
successors and assigns forever.

         The Bankruptcy Court has approved the sale, assignment, transfer and
conveyance of the Acquired Assets to Buyer pursuant to the Sale Approval Order,
dated June 12, 2002.

         Seller hereby constitutes and appoints Buyer, its successors and
assigns, the true and lawful attorney-in-fact of Seller, with full power of
substitution, in the name and stead of Seller (but on behalf and for the benefit
of Buyer, its successors and assigns), solely to demand and receive any and all
of the Acquired Assets, to give receipts and releases solely for and in respect
of the Acquired Assets or any part thereof, and to do all other acts and things
solely in relation to the Acquired Assets which Buyer, its successors or
assigns, may deem desirable. Seller hereby acknowledges that the foregoing
powers are coupled with an interest, and, accordingly, are irrevocable.

         Seller, for itself and its successors and assigns, hereby covenants and
agrees that, at any time and from time to time hereafter, upon the request of
Buyer, Seller will, at its sole expense, do, execute, acknowledge, deliver and
file, or cause to be done, executed, acknowledged, delivered or filed, all such
further acts, deeds, assignments, transfers, conveyances and assurances as may
be reasonably required or requested by Buyer in order to better sell, grant,
bargain, convey, confirm, assign, transfer and deliver to, and vest in, Buyer,
its successors and assigns, or to aid and assist Buyer in collecting or reducing
to possession, any or all of the Acquired Assets.

<PAGE>

         IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed
this 26/th/ day of July, 2002.

                                    AEROVOX INCORPORATED


                                    By: /s/ ROBERT D. ELLIOTT
                                        ---------------------
                                        Robert Elliott, President

                                 ACKNOWLEDGMENT

COMMONWEALTH OF MASSACHUSETTS

COUNTY OF _______, ss.


         On this 26th day of July, 2002, before me personally came Robert
Elliott, to me known, who being by me duly sworn, did depose and say that he is
the President of AEROVOX INCORPORATED, the corporation described herein and
which executed the foregoing Bill of Sale; by order of the Board of Directors of
said corporation, and that he signed his name thereto by like order.


                                        Notary Public
                                        ---------------------------


                                        (Seal)

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.5
<SEQUENCE>7
<FILENAME>dex25.txt
<DESCRIPTION>TANGIBLE PERSONAL PROPERTY
<TEXT>
<PAGE>

                                                                     Exhibit 2.5
                                                                 Schedule 2.1(a)

               AEROVOX INCORPORATED

               Machinery & Equipment

<TABLE>
<CAPTION>
                                                                               Internal           Internal         Internal
Sys No     Desc                                                               Acq Value       Curr Acc Dep      Current NBV
- ------     ----                                                               ---------       ------------      -----------
<S>      <C>                                                                  <C>             <C>               <C>
    4936 OIL DISPENSERS                                                        2,599.90             996.64         1,603.26
    4937 OIL DISPENSERS                                                        2,599.90             996.64         1,603.26
    4938 OIL DISPENSERS                                                        2,599.90             996.64         1,603.26
    4939 OIL DISPENSERS                                                        2,599.91             996.64         1,603.27
    4944 ABACUS TESTER BRIDGE 1689                                             3,522.24           1,350.21         2,172.03
    4945 ABACUS TESTER BRIDGE 1689                                             3,522.24           1,350.21         2,172.03
    4949 DUMONT AUTOMATED TESTER                                             282,359.22         108,237.70       174,121.52
    4957 VIBRATION                                                               257.00             257.00             0.00
    4958 WELDER                                                                1,196.00           1,196.00             0.00
    4959 COVER ASSY                                                           31,949.00          31,949.00             0.00
    4960 AUTO SEAMER                                                           8,367.00           8,367.00             0.00
    4961 AUTO SEAMER                                                           8,367.00           8,367.00             0.00
    4962 AUTO SEAMER                                                           8,367.00           8,367.00             0.00
    4963 TESTING EQUIP                                                        13,130.00          13,130.00             0.00
    4964 KICK PRESS                                                            2,238.00           2,238.00             0.00
    4965 DISPENSER                                                             3,615.00           3,615.00             0.00
    4966 HEAT SEAL                                                             1,000.00           1,000.00             0.00
    4968 MPP SOLDERING STATIONS                                                1,540.00           1,309.02           230.98
    4969 SOLO 4 INK JET PRINTER                                               29,677.00          21,268.53         8,408.47
    4970 GEN-RAD 1689-9750-BRIDGE                                              7,688.00           4,997.18         2,690.82
    4971 VERTICAL MILL                                                         5,000.00           4,062.51           937.49
    4972 MACHINERY-MEXICO                                                     11,183.04           5,777.92         5,405.12
    4974 DRUM ROTATOR-MIX FILLERS W/CATALYST                                   1,430.97             739.35           691.62
    4975 EPOXY DISPENSER                                                      16,465.00           8,506.93         7,958.07
    4977 BOTTLE FILL LINE#2 ASSY LINE                                         79,826.25          35,921.81        43,904.44
    4978 CLEAN STORAGE TANK-SUPERNOL                                         101,768.83          98,134.25         3,634.58
    4980 DISPENSER VALVE FOR ASHBY-CROSS DISPENSER                             1,109.20             499.15           610.05
    5019 METAL BASKETS                                                         5,442.48           2,585.18         2,857.30
    5022 HAND LINE COVER WELDERS                                              10,226.03           4,857.35         5,368.68
    5024 MEXICO EQUIPMENT                                                     37,989.94          37,989.94             0.00
    5029 INTERNAL COVER INSULATOR #5                                          55,139.58          21,136.82        34,002.76
    5420 HYBRID TESTER FOR FILTERS                                             1,795.25             341.95         1,453.30
    5423 CRIMPING SYSTEM, RESIN CURING CARTS/RACKS, & PUMP SYST HID CAPAC      4,094.86             779.97         3,314.89
    5424 MISC PARTS                                                              249.96              47.61           202.35
    5639 SPELLMAN POWER SUPPLY                                                 3,500.00             666.67         2,833.33
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                                                 <C>                <C>              <C>
      5825 METAR RELAY WINDERS                                                  93,181.00          93,181.00             0.00
      4967 ROLLER CON                                                              719.00             719.00             0.00
      4979 BOTTLE FILL SCALES                                                   10,136.25           5,701.65         4,434.60
      5016 DUMONT TESTER-SPEED INCREASE                                         32,319.29          21,930.94        10,388.35
      4976 END CAPS-SUPERMET-2 1/2 ROUND                                        18,500.00          18,500.00             0.00
      5419 DIES FOR INTERNAL RESISTANCE                                          6,310.84           1,402.41         4,908.43
      4982 DC FILM ESTABLISHMENT IN MEXICO                                      14,526.50           6,536.91         7,989.59
      4984 AXIAL LEAD TESTER -MEXICO                                            55,826.89          25,122.09        30,704.80
      5015 AXIAL                                                                23,750.77          16,116.60         7,634.17
      5028 SENSORMATIC LINE                                                      5,083.45           1,270.87         3,812.58
      5129 KOEM SPRAY GUN                                                        4,500.00           1,446.43         3,053.57
      5130 KOEM SPRAY GUN                                                        4,500.00           1,446.43         3,053.57
      5131 DUST COLLECTOR                                                        9,500.00           3,053.56         6,446.44
      5132 SPRAY SYSTEM/CONVEYOR                                                 9,500.00           3,053.56         6,446.44
      5133 KOEM POWER SUPPLY                                                     6,000.00           1,928.56         4,071.44
      5134 KOEM POWER SUPPLY                                                     6,000.00           1,928.56         4,071.44
      5421 TAPE PRINTING SYSTEM                                                  2,539.28             347.64         2,191.64
      5422 SHEEP COAT SYSTEM                                                    28,778.29           5,481.58        23,296.71
      5657 D/B Machine # 2                                                       1,407.00           1,407.00             0.00
      5659 DRILL/BRUSH MACHINES#2-UPGRADE TO 283B                                2,586.00           2,542.90            43.10
      5660 D/B Machine # 2                                                     112,596.00         110,719.40         1,876.60
      5661 D/B Machine # 2                                                      10,099.00           9,930.71           168.29
      5747 SHEEPSCOT SYSTEM                                                     33,085.54           1,575.50        31,510.04
      5005 METAL BASKETS                                                         5,611.94           2,689.04         2,922.90
      5004 LCR METER & POWER SUPPLY                                              8,762.33           7,197.62         1,564.71
      4981 TOOLING -REFRIGERATOR BOX CAPACITOR                                  13,601.50          13,601.50             0.00
      4920 DRY LINE                                                             18,194.48          10,613.48         7,581.00
      4921 SUPERMET LINE                                                       364,260.98         212,485.60       151,775.38
      4922 FILTERS LINE                                                            469.05             273.61           195.44
      5018 AIR POWERED COMPACTOR                                                 2,425.63           1,152.16         1,273.47
      5413 SHEEPSCOT SYSTEM                                                     74,269.67          14,146.59        60,123.08
      4923 OFFICE EQUIPMENT                                                      5,953.66           4,341.22         1,612.44
      5027 WIRELESS PHONE                                                          806.99             432.33           374.66
      4985 FORKLIFT TRUCK                                                        1,819.00           1,819.00             0.00
      4986 3000 LB CAPACITY FORK LIFT TRUCK                                      6,500.00           6,500.00             0.00
      4928 COMPUTER                                                              1,614.00           1,614.00             0.00
      4929 MONITOR                                                                 259.00             259.00             0.00
      4951 3477 14" TERMINAL GREEN                                                 500.00             500.00             0.00
      4952 3476 INFOWINDOW GREEN                                                   330.00             330.00             0.00
      4953 3476 INFOWINDOW GREEN                                                   330.00             330.00             0.00
      4954 3476 INFOWINDOW GREEN                                                   330.00             330.00             0.00
      4955 4234 002 IBM DOT BRAND PRINTER                                        1,800.00           1,800.00             0.00
      3582 STAY WARM WAX POT                                                     2,000.00           1,625.02           374.98
</TABLE>

<PAGE>

<TABLE>
<S>         <C>                                                                 <C>                <C>                <C>
      3583 STA WARM WAX POT                                                      2,000.00           1,625.02           374.98
      4987 MEXICO DEGREASER $ BOILER EQUIPMENT                                  29,037.06          13,066.65        15,970.41
      5051 CABLE CONNECTORS                                                      9,215.00           7,167.22         2,047.78
      5052 NEWBRIDGE 8230 COMPUTER EQUIP                                         4,300.00           3,344.44           955.56
      5054 V.35 INTERFACE & CORD/MEMORY CARD                                     2,600.00           2,022.22           577.78
      5055 INTEL Pii-233 32MB SDRAM 3.2GB HD COMPUTER PC                         1,278.85             994.65           284.20
      5056 INTEL Pii-233 32MB SDRAM 3.2GB HD COMPUTER PC                         1,278.85             994.65           284.20
      5057 INTEL Pii-233 32MB SDRAM 3.2GB HD COMPUTER PC                         1,278.85             994.65           284.20
      5058 INTEL Pii-233 32MB SDRAM 3.2GB HD COMPUTER PC                         1,278.85             994.65           284.20
      5059 INTEL Pii-233 32MB SDRAM 3.2GB HD COMPUTER PC                         1,278.85             994.65           284.20
      5060 INTEL Pii-233 32MB SDRAM 3.2GB HD COMPUTER PC                         1,278.85             994.65           284.20
      5061 INTEL Pii-233 32MB SDRAM 3.2GB HD COMPUTER PC                         1,278.85             994.65           284.20
      5062 INTEL Pii-233 32MB SDRAM 3.2GB HD COMPUTER PC                         1,278.85             994.65           284.20
      5063 INTEL Pii-233 32MB SDRAM 3.2GB HD COMPUTER PC                         1,278.85             994.65           284.20
      5064 INTEL Pii-233 32MB SDRAM 3.2GB HD COMPUTER PC                         1,278.85             994.65           284.20
      5065 INTEL Pii-233 32MB SDRAM 3.2GB HD COMPUTER PC                         1,278.85             994.65           284.20
      5066 INTEL Pii-233 32MB SDRAM 3.2GB HD COMPUTER PC                         1,278.85             994.65           284.20
      5067 INTEL Pii-233 32MB SDRAM 3.2GB HD COMPUTER PC                         1,278.85             994.65           284.20
      5068 INTEL Pii-233 32MB SDRAM 3.2GB HD COMPUTER PC                         1,278.85             994.65           284.20
      5069 INTEL Pii-233 32MB SDRAM 3.2GB HD COMPUTER PC                         1,278.85             994.65           284.20
      5070 INTEL Pii-233 32MB SDRAM 3.2GB HD COMPUTER PC                         1,278.85             994.65           284.20
      5071 INTEL Pii-233 32MB SDRAM 3.2GB HD COMPUTER PC                         1,278.85             994.65           284.20
      5072 INTEL Pii-233 32MB SDRAM 3.2GB HD COMPUTER PC                         1,278.85             994.65           284.20
      5073 INTEL Pii-233 32MB SDRAM 3.2GB HD COMPUTER PC                         1,278.85             994.65           284.20
      5074 INTEL Pii-233 32MB SDRAM 3.2GB HD COMPUTER PC                         1,278.85             994.65           284.20
      4994 ELECTRONIC LAB EQUIPMENT                                              5,441.09           5,246.77           194.32
      4926 COMPUTER (PC)                                                         1,691.86           1,691.86             0.00
      4927 MONITOR                                                                 259.00             259.00             0.00
      4993 CALIBRATION SOFTWARE- MEXICO                                          1,305.00           1,305.00             0.00
      4494 QA COMPUTER                                                           1,694.00           1,694.00             0.00
      5002 AIR COMPRESSOR                                                       26,007.33           9,969.46        16,037.87
      5014 LCR METER TEST EQUIPMENT                                              9,447.75           6,410.98         3,036.77
      5808 CENTRAL VACUUMING SYSTEM                                              1,867.00           1,867.00             0.00
      5697 FP5 50HP 460V E7001-33F (2) SPLIT BETW 3 DEPTS 24,21,30               4,358.00             232.43         4,125.57
      1763 ARCO WINDER                                                          55,232.00          55,232.00             0.00
      1765 METAR RELAY WINDER                                                   59,654.00          59,654.00             0.00
      1766 ARCO WINDERS (2)                                                    112,908.00         112,908.00             0.00
      1788 METAR SOLID STATE WINDER                                             16,850.00          16,850.00             0.00
      1790 37 Winders-parts                                                      2,464.00           2,464.00             0.00
      1804 37 Winders-parts                                                      9,163.00           9,163.00             0.00
      1814 ARCO WINDERS (2)                                                    129,107.00         126,955.17         2,151.83
      1815 ARCO WINDERS (2)                                                    129,107.00         126,955.17         2,151.83
      1819 ARCO WINDERS (2)                                                    103,929.00         103,929.00             0.00
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                                                  <C>                <C>                 <C>
      1822 37 Winders-parts                                                     10,186.00          10,016.27           169.73
      1850 37 Winders-parts                                                      1,181.00           1,161.27            19.73
      2328 37 Winders-parts                                                      9,967.00           9,136.45           830.55
      2330 Facility-MPP Air Dryer                                               36,471.00          33,431.75         3,039.25
      2396 37 Winders-parts                                                      1,667.00           1,528.04           138.96
      2401 37 Winders-parts                                                      2,998.00           2,748.20           249.80
      2440 37 Winders-parts                                                     10,145.00           8,623.21         1,521.79
      2541 Chart Recorder/Graph                                                  4,630.00           3,935.53           694.47
      2602 27 Winding Tent Ionizers                                             25,069.50          19,637.77         5,431.73
      2677 37 Winders-parts-Mandrells                                            6,400.01           4,586.69         1,813.32
      2679 IONIZER                                                                 669.69             479.98           189.71
      2686 37 Winders-parts                                                     36,070.01          25,850.19        10,219.82
      2712 IONIZER                                                                 669.69             479.98           189.71
      2713 IONIZER                                                                 669.69             479.98           189.71
      2714 IONIZER                                                                 669.69             479.98           189.71
      2715 IONIZER                                                                 669.69             479.98           189.71
      2730 IONIZER.                                                                669.70             479.98           189.72
      2742 CONVERT METAR TO DUAL                                                40,649.03          26,421.91        14,227.12
      2845 CONV DUAL WINDERS                                                    12,743.83           8,283.49         4,460.34
      3021 WINDING MACHINES                                                     21,004.15          12,252.45         8,751.70
      3059 37 Winders-parts                                                      2,528.01           1,474.64         1,053.37
      3062 9 Metar Tachometers                                                   8,481.82           4,947.77         3,534.05
      3094 SINGLE METAR WINDERS TO DUAL                                        126,336.47          65,273.83        61,062.64
      3159 ARCO WINDER A2-MOTOR                                                  1,440.24             648.13           792.11
      3366 37 Winders-parts-Mandrells                                           17,625.00           6,756.25        10,868.75
      3367 37 Winders-parts-Mandrells                                           14,100.00           5,405.00         8,695.00
      5265 SPRAY BOOTH ENCLOSURES/INSULLATION (4)                               20,040.00           6,852.41        13,187.59
      5524 ALUMINUM RACKS (48)                                                  12,358.59           2,354.01        10,004.58
      5533 MODULAR CLEAN-AIR AEROMET WINDING ROOM                              123,642.00           6,594.24       117,047.76
      5641 MATERIAL & LABOR FOR SRAYBOOTHS                                       5,930.49           1,129.61         4,800.88
      5642 INSTALLATION                                                          3,250.00             619.04         2,630.96
      5644 MATERIALS FOR END SPRAY                                              22,966.43           1,913.86        21,052.57
      5645 2711-k5a8 pv550 mono key pad dh + printer                               844.96             100.59           744.37
      5651 TRAVERSING MECHANISM FOR ENDSPRAY                                     1,791.50             127.96         1,663.54
      5653 VARIABLE SPEED DRIVE FOR ENDSPRAY CONVEYOR                              560.00              40.00           520.00
      5655 MATERIALS & LABOR FOR ENDSPRAY                                       10,954.10             782.43        10,171.67
      5824 METAR RELAY WINDERS                                                  93,181.00          93,181.00             0.00
      5826 METAR RELAY WINDERS                                                  93,181.00          93,181.00             0.00
      5827 METAR RELAY WINDERS 381 CGE                                          93,181.00          93,181.00             0.00
      5835 METAR RELAY WINDER                                                   42,023.00          42,023.00             0.00
      5836 METAR RELAY WINDER                                                   42,024.00          42,024.00             0.00
      5837 METAR RELAY WINDER                                                   42,106.50          42,106.50             0.00
      5839 METAR SOLID STATE WINDER                                             21,053.25          21,053.25             0.00
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                                                  <C>                <C>                   <C>
      5840 METAR SOLID STATE WINDER                                             33,942.66          33,942.66             0.00
      5841 METAR SOLID STATE WINDER                                             33,942.66          33,942.66             0.00
      5842 METAR SOLID STATE WINDER                                             33,942.66          33,942.66             0.00
      5843 METAR SOLID STATE WINDER                                             33,942.66          33,942.66             0.00
      5844 METAR SOLID STATE WINDER                                             33,942.66          33,942.66             0.00
      5845 METAR SOLID STATE WINDER                                             33,942.66          33,942.66             0.00
      5846 METAR SOLID STATE WINDER                                             46,939.00          46,939.00             0.00
      5847 METAR SOLID STATE WINDER                                             46,939.00          46,939.00             0.00
      5848 METAR SOLID STATE WINDER                                             75,991.00          75,991.00             0.00
      5849 METAR RELAY WINDER                                                   85,823.00          85,823.00             0.00
      5896 TAFA POWER SUPPLY                                                     1,286.04           1,286.04             0.00
      5897 TAFA END SPRAY GUN                                                    5,680.08           5,680.08             0.00
      3048 37 Winders-parets-Mandrells                                          41,239.25          41,239.25             0.00
      1767 7 STABILIZATION OVENS                                                54,181.00          54,181.00             0.00
      1789 Spray System Componets and Power Supplies                             1,973.00           1,973.00             0.00
      1801 Spray System Componets and Power Supplies                             3,783.00           3,783.00             0.00
      1832 Spray System Componets and Power Supplies                            12,471.00          12,263.15           207.85
      1838 D/B/C MACHINE # 3                                                    73,310.00          72,088.12         1,221.88
      1852 SpraySystem Components and Power Supplies                            22,238.00          21,867.31           370.69
      1865 D/B Machine # 3                                                     112,596.00         110,719.40         1,876.60
      2292 D/B Machine # 5                                                       2,963.00           2,716.04           246.96
      2293 D/B Machine # 5                                                      11,788.00          10,805.70           982.30
      2295 D/B Machine # 5                                                       2,935.00           2,690.45           244.55
      2296 Dust Collector-replaced                                               1,383.00           1,267.75           115.25
      2297 D/B MACHINE # 5                                                         793.00             726.95            66.05
      2304 D/B/C MACHINE # 4                                                   167,615.00         164,821.36         2,793.64
      2331 Drill Brush Mach # 6                                                216,023.00         198,021.04        18,001.96
      2340 DRILL/BRUSH MACH # 6-part                                             5,108.00           4,682.29           425.71
      2342 DUST COLLECTOR                                                       36,744.00          33,682.00         3,062.00
      2350 Spray System Components and Power Supplies                            2,514.00           2,304.50           209.50
      2393 Drill/Brush Mach # 6-part                                             3,710.00           3,400.79           309.21
      2398 VACUUM BAG SEALER                                                    12,582.00          11,533.50         1,048.50
      2406 DRILL/BRUSH MACH # 6-part                                               414.00             379.50            34.50
      2435 D/B/C MACHINE # 5                                                    39,691.00          39,029.52           661.48
      2437 D/B Machine # 5                                                      94,868.00          93,286.81         1,581.19
      2502 COLOR CODE SECTION TEST on all D/B Machines                           3,705.00           3,149.25           555.75
      2572 DUST COLLECTOR                                                       95,866.00          94,268.27         1,597.73
      2626 CONC DRILL & BRUSH MACH # 7                                         264,284.69         207,023.01        57,261.68
      2771 POWER SUPPLY                                                          1,400.00           1,400.00             0.00
      2919 VIDEO JET STAMPER                                                    14,635.32          14,635.32             0.00
      3023 DESOUTTER DRILL UNITS for all D/B MAchines                            7,792.08           4,545.36         3,246.72
      3103 POWER SUPPLY                                                          2,949.38           1,523.87         1,425.51
      5811 TAFA SPRAY                                                            4,890.00           4,890.00             0.00
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                                                  <C>                <C>                  <C>
      5822 POWER SUPPLY                                                          2,123.00           2,123.00             0.00
      5823 POWER SUPPLY                                                          2,124.00           2,124.00             0.00
      3216 WEIGH COUNT SCALE                                                     1,615.00             908.41           706.59
      5851 SUPERMET UNSUL CUP (AT VENDOR)                                       35,950.00          35,950.00             0.00
      2814 VIDEO EXCEL 1701 PRINTER                                             17,249.00          11,211.82         6,037.18
      2716 LEAD ATTACH MACHINE #1                                              468,089.00         335,463.75       132,625.25
      2717 BRANSON POWER SUPPLY                                                 12,257.00           8,784.15         3,472.85
      2718 BRANSON ACTUATOR                                                     25,254.00          18,098.70         7,155.30
      2719 TEST MACHINE #1                                                     293,765.00         210,531.55        83,233.45
      2722 DIGIBRIDGE                                                            6,115.00           4,382.44         1,732.56
      2723 OIL FILL MACHINE #1                                                 404,813.98         290,116.70       114,697.28
      2727 OIL FILL SYSTEM ON #1                                                42,926.00          30,763.60        12,162.40
      2776 OIL FILL SYSTEM ON #4                                                 8,403.73           5,462.43         2,941.30
      2777 BRANSON 930M POWER SUPPLY                                            13,602.04           8,841.30         4,760.74
      2807 LEAD ATTACH MACH #3                                                 350,630.60         227,909.86       122,720.74
      2808 BRANSON POWER SUPPLY                                                 12,521.00           8,138.62         4,382.38
      2809 BRANSON POWER SUPPLY                                                 12,528.00           8,143.20         4,384.80
      2810 BRANSON ACTUATOR                                                      6,696.00           4,352.40         2,343.60
      2811 TEST MACHINE #3                                                     264,143.00         171,692.92        92,450.08
      2813 VIDEOJET EXCEL 1701 PRINT                                            16,000.00          10,400.02         5,599.98
      2816 OIL FILL MACHINE #3                                                 364,517.00         236,936.02       127,580.98
      2817 OIL FILL SYSTEM ON #3                                                54,538.00          35,449.72        19,088.28
      2818 PYLES DISP/OIL SYSTEM (5)                                            39,543.00          25,702.95        13,840.05
      2829 LEAD ATTACH MACH #2                                                 574,941.43         373,711.93       201,229.50
      2830 BRANSON 930M POWER SUPPLY                                            13,045.00           8,479.27         4,565.73
      2831 BRANSON ACTUATOR                                                     16,348.00          10,626.22         5,721.78
      2832 TEST MACH #2                                                        363,121.00         236,028.67       127,092.33
      2834 VIDEO JET 1701 PRINTER                                               21,618.00          14,051.70         7,566.30
      2835 GEN-RAD 1689 BRIDGE                                                   8,752.00           5,688.82         3,063.18
      2836 OIL FILL MACHINE #2                                                 499,291.00         324,539.17       174,751.83
      2837 PYLES 2601 FILL SYSTEM                                               51,301.00          33,345.67        17,955.33
      3014 MICROFLAME GENERATOR                                                  6,850.00           3,995.85         2,854.15
      3095 SINGLES COVER ASSY MACH                                             303,014.61         156,557.52       146,457.09
      3106 MICROFLAME GENERATOR                                                  6,407.75           3,310.64         3,097.11
      3109 AUTO OIL FILL                                                        89,444.12          46,212.78        43,231.34
      3115 SPIRFLAME SOLDERING SYSTEMS (2)                                       4,863.95           2,513.01         2,350.94
      3211 MACH #2-REPLACE GEARBOX                                               4,384.00           1,972.81         2,411.19
      3271 ULTASONIC WELDER                                                     16,390.52           6,283.02        10,107.50
      3410 MACH #1-REPLACED ROTARY INDEX TABLE                                   5,434.00           1,720.77         3,713.23
      3416 AEROMET II 2 1/2" TOP RETAINER-TOOLING                                2,670.00           1,811.79           858.21
      3430 AEROMET II DUAL COVER MACHINE                                       294,537.30         139,905.22       154,632.08
      3451 VIDEO JET SYSTEM                                                     14,685.30           6,975.52         7,709.78
      3452 MACHINE #4, DIGIBRIDGE, & SPIRFLAME                                 310,057.04         147,277.07       162,779.97
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                                                 <C>                <C>              <C>
      3453 MACHINE #4, DIGIBRIDGE, & SPIRFLAME                                 625,580.15         297,150.59       328,429.56
      3455 INK JET PRINTER                                                      13,839.46           7,414.00         6,425.46
      5254 BRANSON 900MA                                                        16,730.00           3,385.83        13,344.17
      5398 RESONANCE  CLEARING                                                  15,858.99           3,020.76        12,838.23
      5463 AEROMET DUAL UPGRADE                                                 30,000.00          12,944.61        17,055.39
      5631 WELD & INSULATE PIPE FOR AEROMET II OIL SYSTEM                        3,340.00             238.57         3,101.43
      5730 INSTALLATION OF AEROMET II SYSTEM                                    11,611.00           1,064.34        10,546.66
      5902 BENT LEADS PROJECT-A2 LEAD MODIFICATION PACKAGE                       5,206.00             123.95         5,082.05
      5903 BENT LEADS PROJECT-SMC SLIDE TABLE                                      640.60              15.25           625.35
      5904 BENT LEADS PROJECT-SMC SLIDE TABLE                                      385.50               9.17           376.33
      5905 BENT LEADS PROJECT-SMC SLIDE TABLE                                      491.20              11.69           479.51
      5906 BENT LEADS PROJECT-VARIOUS PARTS                                      2,124.71              50.58         2,074.13
      3171 CASE SEALING SYSTEM                                                   4,150.00           2,334.35         1,815.65
      2757 DUAL BARRIER TEST                                                    15,095.14          15,095.14             0.00
      3409 ZEBRA PRINTER                                                         4,828.63           4,828.63             0.00
      3424 ZEBRA PRINTER                                                         3,760.83           3,760.83             0.00
      2753 COVER WELD TOOLING                                                  209,372.50         209,372.50             0.00
      2758 MOLD TOOLING(1-3/4 x 7.5)                                            13,195.00          13,195.00             0.00
      2769 CORE & ARBOR TOOLING                                                 11,866.26          11,866.26             0.00
      3055 FLANGE ASSY TOOLING                                                   6,466.00           6,466.00             0.00
      3142 AII FLANGE CASE/COVER TOOLING                                       806,568.23         806,568.23             0.00
      3143 TOOLING-PLASTIC BOTTOM/TOP RD SECTION COVERS                         33,000.00          33,000.00             0.00
      3170 AEROMET II 62.5/75 COMBINED CASE-TOOLING                             60,450.00          60,450.00             0.00
      3214 AEROMET II 1 1/2 TOOL REBUILD/UPGRADE-TOOLING                        14,000.00          14,000.00             0.00
      3215 REBUILD 2 1/2 LWR RETAINER MOLD-TOOLING                               3,700.00           3,700.00             0.00
      5862 MODIFY EYELETS-TOOLING (AT VENDOR)                                    1,800.00           1,800.00             0.00
      5868 4 CAV 0183 PP CASE MOLD                                              24,427.00          24,427.00             0.00
      5869 1 CAV0184 NYLON CASE MOLD                                             9,062.00           9,062.00             0.00
      5870 2 CAVITY -403 PP CASE MOLD (AT VENDOR)                                7,750.00           7,750.00             0.00
      5871 1 1/2 LOWER RETAINER MOLD                                             3,585.00           3,585.00             0.00
      5872 1 3/4 LOWER RET MOLD (AT VENDOR)                                      3,585.00           3,585.00             0.00
      5873 2" LOWER RET MOLD (AT VENDOR)                                         3,585.00           3,585.00             0.00
      5874 2 1/2 LOW. RET MOLD (AT VENDOR)                                       3,585.00           3,585.00             0.00
      5875 1 1/2 UPPER RETAINER MOLD (AT VENDOR)                                 4,860.00           4,860.00             0.00
      5876 1 3/4 UPPER RETAINER MOLD (AT VENDOR)                                 4,860.00           4,860.00             0.00
      5877 2" UPPER RETAINER MOLD (AT VENDOR)                                    4,860.00           4,860.00             0.00
      5878 2 1/2 UPPER RETAINER MOLD (AT VENDOR)                                 4,860.00           4,860.00             0.00
      5879 1 3/4 COVER MOLD (AT VENDOR)                                          1,005.00           1,005.00             0.00
      5881 2" OVAL COVER MOLD (AT VENDOR)                                        4,217.50           4,217.50             0.00
      5893 CORE TOOLING (AT VENDOR)                                              5,451.50           5,451.50             0.00
      5894 CORE TOOLING (AT VENDOR)                                              5,451.50           5,451.50             0.00
      5699 FP5 50HP 460V E7001-33F (2) SPLIT IN 3 DEPTS 24,21,30                 4,358.00             232.43         4,125.57
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                                                <C>                <C>              <C>
      1823 AVM130                                                                9,579.24           8,381.84         1,197.40
      1824 AVM107 WINDER                                                        14,581.96          12,759.18         1,822.78
      3184 1 AVM 341 WINDER                                                    130,000.00          58,500.00        71,500.00
      3200 AVM-341 WINDER                                                      194,456.99          87,505.65       106,951.34
      3282 MODIFY 12 AVM130 INTO AVM130Z1                                      242,529.55          92,969.68       149,559.87
      3352 MODIFY 302 WINDERS                                                    5,373.86           2,059.99         3,313.87
      3442 STELLA-S WINDER FOR WIDEWORK ADD                                     34,532.45          16,402.93        18,129.52
      3597 AVM301 WINDER                                                        12,963.45          11,613.11         1,350.34
      3600 AVM 301 WINDER                                                       13,444.93          12,044.41         1,400.52
      3603 AVM 130 WINDER                                                        9,579.24           8,581.40           997.84
      3605 AVM130 WINDER                                                         9,579.24           8,581.40           997.84
      3607 AVM130 WINDER                                                        11,357.80          10,174.66         1,183.14
      3608 AVM130 WINDER                                                         9,579.24           8,581.40           997.84
      3609 AVM130 WINDER                                                         8,623.20           7,724.95           898.25
      3614 AVM 130 WINDER                                                        9,579.24           8,581.40           997.84
      3615 AVM130 WINDER                                                         8,916.33           7,987.56           928.77
      3616 AVM 130 WINDER                                                        9,579.24           8,581.40           997.84
      3623 AVM130 WINDER                                                        11,878.63          10,641.31         1,237.32
      3624 AVM 130 WINDER                                                        8,623.20           7,724.95           898.25
      3631 AVM 130 WINDER                                                        8,584.10           7,689.90           894.20
      3633 AVM130 WINDER                                                         8,584.10           7,689.90           894.20
      3639 AVM130 WINDER                                                         8,584.10           7,689.90           894.20
      3641 AVM130 WINDER                                                         8,584.10           7,689.90           894.20
      3643 AVM130 WINDER                                                         8,584.10           7,689.90           894.20
      3645 AVM130 WINDER                                                         8,584.10           7,689.90           894.20
      3647 AVM130 WINDER                                                         8,584.10           7,689.90           894.20
      3648 AVM130 WINDER                                                         9,579.24           8,581.40           997.84
      3649 AVM130 WINDER                                                         8,584.10           7,689.90           894.20
      3666 BARTON WINDER                                                         1,806.12           1,617.98           188.14
      3674 AVM130 WINDER                                                         8,584.10           7,689.90           894.20
      3678 AVM302 WINDER                                                        16,737.47          14,993.98         1,743.49
      3682 AVM302 WINDER                                                        16,282.19          14,586.13         1,696.06
      3686 AVM302 WINDER                                                        16,145.48          14,463.69         1,681.79
      3688 DEBURRER MACHINE                                                      1,462.31           1,309.99           152.32
      3690 DEBURRER MACHINE                                                      2,466.85           2,209.88           256.97
      3693 BALL PLUGGER                                                          6,288.21           5,633.21           655.00
      3696 BALL PLUGGER                                                          6,288.21           5,633.21           655.00
      3699 DEMASK MACHINE                                                        3,134.79           2,808.22           326.57
      3700 MASKING MACHINE                                                         879.69             788.07            91.62
      3701 DEMASK MACHINE                                                        3,743.50           3,353.57           389.93
      3702 BLUE M OVEN                                                           1,204.02           1,078.65           125.37
      3703 MASKER                                                                6,439.17           5,768.45           670.72
      3704 SANDBLASTER/TRINCO                                                      461.52             413.44            48.08
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                                                  <C>                <C>                <C>
      3707 MASKING MACHINE                                                       5,386.24           4,825.14           561.10
      3710 METAL SPRAY MACH                                                     20,404.63          18,279.18         2,125.45
      3711 SORTER                                                                3,699.05           3,313.78           385.27
      3712 PLESSEY DEBURRER                                                      2,670.23           2,392.09           278.14
      3714 DEBURRER MACHINE                                                      1,306.03           1,170.03           136.00
      3716 DEBURRER MACHINE                                                      1,149.73           1,029.96           119.77
      3717 MASKER                                                                5,067.79           4,539.94           527.85
      3719 OVEN HOT RACKING                                                        409.75             367.10            42.65
      3720 MASKING MACHINE                                                       4,600.64           4,121.43           479.21
      3721 PLESSEY SORTER                                                        3,585.38           3,211.88           373.50
      3723 COLD PRESS PFE 166                                                    7,751.00           6,943.64           807.36
      3725 MASKER                                                                4,762.07           4,266.03           496.04
      3727 BALL PLUGGER                                                          6,288.21           5,633.21           655.00
      3730 MASKING MACHINE                                                       5,466.17           4,896.83           569.34
      3731 COLD PRESS PFE 188                                                    7,750.98           6,943.64           807.34
      3734 BALL PLUGGER                                                          5,638.68           5,051.32           587.36
      3736 MASKING MACHINE                                                       4,425.40           3,964.38           461.02
      3738 BALL PLUG & MASKER                                                   16,188.85          14,502.50         1,686.35
      3749 PRESEL CLEAR TST SET                                                 20,265.21          18,154.27         2,110.94
      3758 UVEXS PRINTER                                                           948.15             849.36            98.79
      3766 PRESEL CLEAR TST SET                                                  7,088.22           6,349.91           738.31
      3767 PRESEL CLEAR TST SET                                                 19,589.40          17,548.84         2,040.56
      3774 PRESEL CLEAR LEADLESS TEST SET                                       21,744.94          19,479.86         2,265.08
      3776 PRESIL CLEAR LEADLESS TEST SET                                       21,744.94          19,479.86         2,265.08
      3780 BLUE M OVEN                                                           1,204.02           1,078.65           125.37
      3793 PRESEL CLEAR LEADLESS TEST SET                                       25,082.77          22,469.97         2,612.80
      3816 PLESSEY SORTER                                                        3,891.17           3,485.88           405.29
      3820 PLESSEY SORTER                                                        3,891.17           3,485.88           405.29
      3840 PRESEL CLEAR LEADLESS TEST SET                                       20,699.71          18,543.53         2,156.18
      3842 PRESEL CLEAR LEADLESS TEST SET                                       20,699.71          18,543.53         2,156.18
      3864 PRESEL CLEAR LEADLESS TEST SET                                       22,188.43          19,877.18         2,311.25
      3866 PRESEL CLEAR LEADLESS TEST SET                                       25,082.78          22,469.97         2,612.81
      3879 PINCH & SORT TST SET                                                 18,682.04          16,736.03         1,946.01
      3884 PINCH & SORT TEST SET                                                21,904.25          19,622.61         2,281.64
      3888 PLESSEY SORTER                                                        4,423.34           3,962.56           460.78
      4169 AVM130 WINDER                                                           459.56             452.03             7.53
      4176 DEBURRING SHAKER                                                      1,376.00             802.64           573.36
      5125 Koem Spray Gun                                                        5,378.00           1,728.65         3,649.35
      5126 Koem Spray Gun                                                        5,378.00           1,728.65         3,649.35
      5127 KOEM POWER SUPPLY                                                     6,658.00           2,140.06         4,517.94
      5128 KOEM POWER SUPPLY                                                     6,658.00           2,140.06         4,517.94
      5204 AUTOMATIC WINDING MACHINE W/6 SETS ADDITIONAL TOOLING               147,580.00          29,867.38       117,712.62
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                                                  <C>                 <C>             <C>
      5750 ADDDITIONAL COSTS FOR SPRAY GUNS REL TO #5125 & 5126                    928.00              44.19           883.81
      3158 AXIAL ASSY LINE-DRIVE MOTORS (2)                                      1,627.98             732.58           895.40
      3272 TOOLING MODIFICATIONS                                                 4,300.00           1,648.34         2,651.66
      3273 15mm BOX TUNNEL MACH-BOWL FEEDER RAILS                                  802.59             307.67           494.92
      3275 TUNNEL OVEN FEEDER BOWL                                               5,298.85           2,031.24         3,267.61
      3351 KOHAN CLEARING MACHINE-MODIFIED                                       9,996.45           3,831.97         6,164.48
      3510 BLUE M OVEN                                                           1,000.00             812.47           187.53
      3718 BLUE M OVEN                                                           1,204.02           1,078.65           125.37
      3741 LEAD ATTACH MACH                                                     27,611.05          24,734.89         2,876.16
      3742 AUTO TAPING MACH                                                     25,261.55          22,630.14         2,631.41
      3743 LEAD ATTACH MACH                                                     27,611.05          24,734.89         2,876.16
      3744 BANDOLEERING MACH                                                     7,761.55           6,953.10           808.45
      3745 AUTO TEST & MARK MACH                                                17,505.01          15,681.56         1,823.45
      3746 AUTO TAPING MACH                                                     25,261.55          22,630.14         2,631.41
      3747 BANDOLEERING MACH                                                     7,761.55           6,953.10           808.45
      3748 OVEN                                                                  9,529.62           8,537.00           992.62
      3750 AUTO TAPING MACH                                                     25,261.55          22,630.14         2,631.41
      3751 LEAD ATTACH MACH                                                     27,611.05          24,734.89         2,876.16
      3752 OVEN                                                                  9,529.62           8,537.00           992.62
      3756 BANDOLEERING MACH                                                     9,580.45           8,582.48           997.97
      3757 AUTO TST & MARK MACH                                                 22,155.09          19,847.29         2,307.80
      3760 UVEKS PRINTER                                                           948.15             849.36            98.79
      3762 AUTO TAPING MACH                                                     25,261.55          22,630.14         2,631.41
      3805 BLUE M OVEN                                                           1,204.02           1,078.65           125.37
      3846 LEAD ATTACH MACH                                                     15,651.00          14,020.69         1,630.31
      3868 PLESSEY SORTER                                                        4,423.34           3,962.56           460.78
      3979 500V POWER SUPPLY                                                         0.00               0.00             0.00
      4120 WELDING POWER SUPPLY                                                  3,176.51           2,064.75         1,111.76
      4156 UV LAMP UPGRADE                                                       1,374.69             801.93           572.76
      4175 AXIAL ASSY                                                            1,481.76             864.32           617.44
      4125 DIGIBRIDGE REPAIR                                                     1,219.64           1,219.64             0.00
      4177 D.F. BRIDGE                                                          11,905.00          11,905.00             0.00
      3339 MISC                                                                  1,758.76           1,685.49            73.27
      4150 ROW CATALOG TOOLING                                                 105,492.07         105,492.07             0.00
      5771 MBL BANDOLEERING MACHINE-PART                                       358,083.48         139,254.67       218,828.81
      3240 1 AVM 444 WINDER                                                     60,000.00          31,000.00        29,000.00
      3264 HOT MELT SYSTEM                                                       4,202.00           1,610.75         2,591.25
      3274 MBL BANDOLEERING MACHINE-PART                                        12,110.82           4,642.48         7,468.34
      3276 15mm BOX TUNNEL MACH-PART                                               381.16             146.11           235.05
      3281 MBL BANDOLEERING MACHINE-PART                                        13,607.00           5,216.00         8,391.00
      3283 MBL BANDOLEERING MACHINE-PART                                         4,458.94           1,709.24         2,749.70
      3285 EPOXY DOSER DISPENSING SYSTEM                                        13,065.35           5,008.36         8,056.99
</TABLE>

<PAGE>

<TABLE>
<S>         <C>                                                                 <C>                 <C>              <C>
      3343 B1,B2 TERMINALS DIE SET TOOLING                                      11,207.24           4,296.11         6,911.13
      3344 2P,3P,4P PIN TERMINALS DIE SET TOOLING                                3,100.00           1,188.34         1,911.66
      3345 SNUBBERS-BREAKDOWN TESTER                                            10,800.76           4,140.29         6,660.47
      3346 SNUBBERS-SMALL BREAKDOWN TESTER                                       3,696.64           1,417.03         2,279.61
      3347 SNUBBERS-COMPONENT TESTER                                             4,896.60           1,877.03         3,019.57
      3348 SNIBBERS-POWER SUPPLY                                                 6,401.87           2,454.04         3,947.83
      3349 SNIBBERS-(2) WELDER/SOLDERS                                           4,681.42           1,794.57         2,886.85
      3350 SNUBBERS-10 SOLDERING JIGS W/ DISKS, B1, B2, PINS                     6,486.41           2,486.46         3,999.95
      3353 SNUBBERS-25 FILLING FIXTURES FOR TERMINALS                            5,619.69           2,154.23         3,465.46
      3354 SNUBBERS-10 B1, B2, FILLING FIXTURES                                  8,211.07           3,147.60         5,063.47
      3355 SNUBBERS-LAB WORK FOR ELECTRICAL TESTING                              3,570.00           1,368.50         2,201.50
      3356 SNUBBERS-TECHNICAL AID SUPPORT                                        1,361.00             521.70           839.30
      3381 MODIFY RESIN DISPENSER                                               10,360.32           3,971.46         6,388.86
      3411 HOT MELT SYSTEM                                                       4,345.24           2,948.56         1,396.68
      3694 PRECISION OVEN                                                        1,074.84             962.88           111.96
      3768 OVEN                                                                  9,529.62           8,537.00           992.62
      3777 LEAD TRIMMER                                                            406.05             363.78            42.27
      3810 BLUE M OVEN                                                           1,204.02           1,078.65           125.37
      5760 2/SEC TUNNEL                                                          1,459.85           1,074.64           385.21
      5761 2/SEC TEST SET                                                       30,155.89          22,198.07         7,957.82
      5762 2/SEC TEST SET                                                       20,375.32          14,998.46         5,376.86
      5763 2/SEC TEST SET                                                          405.71             298.64           107.07
      5764 HOT MELT APPLICATOR                                                   4,015.25           2,096.82         1,918.43
      3336 FILLING FIXTURES                                                      2,500.00           2,395.84           104.16
      3337 SOLDERING FIXTURES                                                      700.00             670.84            29.16
      3338 MASTER SOLDERING UNIT                                                   850.00             814.59            35.41
      5155 INSTALL OF IMPREG TANK                                               20,000.00           1,200.00        18,800.00
      5629 MISC PARTS-IMPREGNATION EQUIP                                           193.60               4.84           188.76
      5046 VACUUM PUMP                                                          21,564.00           7,188.00        14,376.00
      5140 NEW IMPREGNATION TANK                                                16,020.00           1,907.14        14,112.86
      5175 OIL PROCESS TANKS, FILTERS & INSULATION #1                           31,587.24          12,045.91        19,541.33
      5263 OIL PROCESS TANKS & INSULATION #10                                   15,793.62           3,597.66        12,195.96
      5282 Impregnation Carts                                                      416.48             179.71           236.77
      5283 Impregnation Carts                                                      416.48             179.71           236.77
      5284 Impregnation Carts                                                      416.48             179.71           236.77
      5285 Impregnation Carts                                                      416.48             179.71           236.77
      5286 Impregnation Carts                                                      416.48             179.71           236.77
      5287 Impregnation Carts                                                      416.48             179.71           236.77
      5288 Impregnation Carts                                                      416.48             179.71           236.77
      5289 Impregnation Carts                                                      416.48             179.71           236.77
      5290 Impregnation Carts                                                      416.48             179.71           236.77
      5291 Impregnation Carts                                                      416.48             179.71           236.77
      5292 Impregnation Carts                                                      416.48             179.71           236.77
</TABLE>

<PAGE>

<TABLE>
<S>       <C>                                                  <C>                <C>              <C>
      5293 Impregnation Carts                                  416.48             179.71           236.77
      5294 Impregnation Carts                                  416.48             179.71           236.77
      5295 Impregnation Carts                                  416.48             179.71           236.77
      5296 Impregnation Carts                                  416.48             179.71           236.77
      5297 Impregnation Carts                                  416.48             179.71           236.77
      5298 Impregnation Carts                                  416.48             179.71           236.77
      5299 Impregnation Carts                                  416.48             179.71           236.77
      5300 Impregnation Carts                                  416.48             179.71           236.77
      5301 Impregnation Carts                                  416.48             179.71           236.77
      5302 Impregnation Carts                                  416.48             179.71           236.77
      5303 Impregnation Carts                                  416.48             179.71           236.77
      5304 Impregnation Carts                                  416.48             179.71           236.77
      5305 Impregnation Carts                                  416.48             179.71           236.77
      5306 Impregnation Carts                                  416.48             179.71           236.77
      5307 Impregnation Carts                                  416.48             179.71           236.77
      5308 Impregnation Carts                                  416.48             179.71           236.77
      5309 Impregnation Carts                                  416.48             179.71           236.77
      5310 Impregnation Carts                                  416.48             179.71           236.77
      5311 Impregnation Carts                                  416.48             179.71           236.77
      5312 Impregnation Carts                                  416.48             179.71           236.77
      5313 Impregnation Carts                                  416.48             179.71           236.77
      5314 Impregnation Carts                                  416.48             179.71           236.77
      5315 Impregnation Carts                                  416.48             179.71           236.77
      5316 Impregnation Carts                                  416.48             179.71           236.77
      5317 Impregnation Carts                                  416.48             179.71           236.77
      5318 Impregnation Carts                                  416.48             179.71           236.77
      5319 Impregnation Carts                                  416.48             179.71           236.77
      5320 Impregnation Carts                                  416.48             179.71           236.77
      5321 Impregnation Carts                                  416.48             179.71           236.77
      5322 Impregnation Carts                                  416.48             179.71           236.77
      5323 Impregnation Carts                                  416.48             179.71           236.77
      5324 Impregnation Carts                                  416.48             179.71           236.77
      5325 Impregnation Carts                                  416.48             179.71           236.77
      5326 Impregnation Carts                                  416.48             179.71           236.77
      5327 Impregnation Carts                                  416.48             179.71           236.77
      5328 Impregnation Carts                                  416.48             179.71           236.77
      5329 Impregnation Carts                                  416.48             179.71           236.77
      5330 Impregnation Carts                                  416.48             179.71           236.77
      5331 Impregnation Carts                                  416.48             179.71           236.77
      5332 Impregnation Carts                                  416.48             179.71           236.77
      5333 Impregnation Carts                                  416.48             179.71           236.77
      5334 Impregnation Carts                                  416.48             179.71           236.77
      5335 Impregnation Carts                                  416.48             179.71           236.77
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                                   <C>                <C>              <C>
      5336 Impregnation Carts                                     416.48             179.71           236.77
      5337 Impregnation Carts                                     416.48             179.71           236.77
      5338 Impregnation Carts                                     416.48             179.71           236.77
      5339 Impregnation Carts                                     416.48             179.71           236.77
      5340 Impregnation Carts                                     416.48             179.71           236.77
      5341 Impregnation Carts                                     416.48             179.71           236.77
      5342 Impregnation Carts                                     416.48             179.71           236.77
      5343 Impregnation Carts                                     416.48             179.71           236.77
      5344 Impregnation Carts                                     416.48             179.71           236.77
      5345 Impregnation Carts                                     416.48             179.71           236.77
      5346 Impregnation Carts                                     416.48             179.71           236.77
      5347 Impregnation Carts                                     416.48             179.71           236.77
      5348 Impregnation Carts                                     416.48             179.71           236.77
      5349 Impregnation Carts                                     416.48             179.71           236.77
      5350 Impregnation Carts                                     416.48             179.71           236.77
      5351 Impregnation Carts                                     416.48             179.71           236.77
      5352 Impregnation Carts                                     416.48             179.71           236.77
      5353 Impregnation Carts                                     416.48             179.71           236.77
      5354 Impregnation Carts                                     416.48             179.71           236.77
      5355 Impregnation Carts                                     416.48             179.71           236.77
      5356 Impregnation Carts                                     416.48             179.71           236.77
      5357 Impregnation Carts                                     416.48             179.71           236.77
      5358 Impregnation Carts                                     416.48             179.71           236.77
      5359 Impregnation Carts                                     416.48             179.71           236.77
      5360 Impregnation Carts                                     416.48              79.33           337.15
      5361 Impregnation Carts                                     416.48              79.33           337.15
      5362 Impregnation Carts                                     416.48              79.33           337.15
      5363 Impregnation Carts                                     416.48              79.33           337.15
      5364 Impregnation Carts                                     416.48              79.33           337.15
      5365 Impregnation Carts                                     416.48              79.33           337.15
      5366 Impregnation Carts                                     416.48              79.33           337.15
      5367 Impregnation Carts                                     416.48              79.33           337.15
      5368 Impregnation Carts                                     416.48              79.33           337.15
      5369 Impregnation Carts                                     416.48              79.33           337.15
      5370 Impregnation Carts                                     416.48              79.33           337.15
      5371 Impregnation Carts                                     416.48              79.33           337.15
      5372 Impregnation Carts                                     416.48              79.33           337.15
      5373 Impregnation Carts                                     416.48              79.33           337.15
      5374 Impregnation Carts                                     416.48              79.33           337.15
      5375 Impregnation Carts                                     416.48              79.33           337.15
      5376 Impregnation Carts                                     416.48              79.33           337.15
      5377 Impregnation Carts                                     416.48              79.33           337.15
      5378 Impregnation Carts                                     416.48              79.33           337.15
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                                                   <C>                 <C>             <C>
      5379 Impregnation Carts                                                      416.48              79.33           337.15
      5380 Impregnation Carts                                                      416.48              79.33           337.15
      5381 Impregnation Carts                                                      416.48              79.33           337.15
      5382 IMPREGNATION BASKETS                                                 94,724.25          18,042.72        76,681.53
      5383 IMPREGNATION CARRIERS                                                15,920.39           3,032.45        12,887.94
      5444 VACUUM PUMPS & CONTROL PANELS                                        19,000.00           3,642.27        15,357.73
      5445 VACUUM PUMPS & CONTROL PANELS                                        19,000.00           2,732.14        16,267.86
      5446 VACUUM PUMPS & CONTROL PANELS                                        19,000.00           8,345.50        10,654.50
      5447 VACUUM PUMPS & CONTROL PANELS                                        19,000.00          10,158.16         8,841.84
      5448 VACUUM PUMPS & CONTROL PANELS                                        19,000.00           2,417.86        16,582.14
      5449 VACUUM PUMPS & CONTROL PANELS                                        19,000.00           6,004.00        12,996.00
      5450 VACUUM PUMPS & CONTROL PANELS                                        19,000.00           6,004.00        12,996.00
      5451 VACUUM PUMPS & CONTROL PANELS                                        19,000.00           6,004.00        12,996.00
      5452 VACUUM PUMPS & CONTROL PANELS                                        19,000.00           6,004.00        12,996.00
      5453 VACUUM PUMPS & CONTROL PANEL                                         19,000.00           6,004.00        12,996.00
      5454 VACUUM PUMPS & CONTROL PANELS                                        19,000.00           2,533.33        16,466.67
      5455 VACUUM PUMPS & CONTROL PANELS                                        19,000.00           2,533.33        16,466.67
      5456 VACUUM PUMPS & CONTROL PANELS                                        19,000.00           2,533.33        16,466.67
      5457 VACUUM PUMP & CONTROL PANELS                                         19,000.00           2,533.33        16,466.67
      5458 VACUUM PUMP & CONTROL PANELS                                         19,000.00           2,533.33        16,466.67
      5459 VACUUM PUMP & CONTROL PANELS                                         19,000.00           2,533.33        16,466.67
      5460 VACUUM PUMP & CONTROL PANELS                                         19,000.00           2,533.33        16,466.67
      5461 VACUUM PUMPS & CONTROL PANELS                                        19,000.00           2,533.33        16,466.67
      5472 VACUUM PUMP & CONTROL PANEL                                          19,000.00           2,533.33        16,466.67
      5476 OIL PROCESS TANKS & INSULATION #5                                    13,606.56           1,814.20        11,792.36
      5477 OIL PROCESS TANKS & INSULATION #6                                    15,793.62           2,105.81        13,687.81
      5478 OIL PROCESS TANKS & INSULATION #7                                    15,793.62           2,105.81        13,687.81
      5479 OIL PROCESS TANKS & INSULATION #8                                    15,793.62           2,105.81        13,687.81
      5480 OIL PROCESS TANKS & INSULATION  #9                                   15,793.62           2,105.81        13,687.81
      5481 HYDRAULIC OIL, CONNECTORS, ELBOWS                                     3,870.64             516.08         3,354.56
      5482 200-80-371H ELEMENT                                                   3,305.41             440.72         2,864.69
      5483 OIL PROCESS TANKS & INSULATION #11                                   15,793.62           2,105.81        13,687.81
      5484 MAX PAK STRUCTURED PACKING 316S                                       1,062.54             141.67           920.87
      5505 OIL PROCESS TANKS                                                    15,793.62           2,105.81        13,687.81
      5506 OIL PROCESS TANKS                                                    15,793.62           2,105.81        13,687.81
      5507 OIL PROCESS TANKS                                                    15,793.62           2,105.81        13,687.81
      5508 OIL PROCESS TANKS                                                    15,793.62           2,105.81        13,687.81
      5509 IMPREGNATION TANKS (13)                                             239,395.00          31,919.33       207,475.67
      5510 HYDRAULIC PUMPS                                                      46,325.00           6,176.66        40,148.34
      5511 SOLINOID VALVES @ 650/ES (19)                                        12,350.00           1,646.67        10,703.33
      5512 MOTOR & FAN FOR IMPREGNATION TANKS (13)                              57,000.00           7,600.00        49,400.00
      5513 BRIDGE CRANE 1-3000 LBS, 1-1000 LBS                                  52,112.00           6,948.27        45,163.73
      5717 CYLN. MTG BKT                                                           165.62              21.69           143.93
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                                                 <C>                 <C>             <C>
      5718 WAX IMPREGNATION SYSTEM                                              16,500.00           1,512.50        14,987.50
      5719 OIL STORAGE & IMPREGNATION                                          100,500.00           9,212.50        91,287.50
      5720 OIL STORAGE & IMPREGNATION                                           24,000.00           3,142.86        20,857.14
      5721 OIL STORAGE & IMPREGNATION                                              572.00              74.91           497.09
      5722 15-8"X16" MAX-PAK STRUCTURED PACKING 316SS                            2,025.00             185.62         1,839.38
      5724 FURNISHING,DELIVERING, & APPLYING INSULATION MATLS-14 IT TANKS       12,000.00           1,571.43        10,428.57
      5725 FURNISHING, DELIVERING, APPLYING INSULATION MATLS-14 IT TANKS        16,000.00           1,466.66        14,533.34
      5770 NEW IMPREGNATION TANK                                                16,020.00             759.85        15,260.15
      5723 SHIM PRESSURE TANKS                                                   3,104.41             336.31         2,768.10
      5622 FILTER-HAYWARD IND.                                                   2,109.00             175.75         1,933.25
      5623 VIKING PUMP                                                           2,005.00             167.08         1,837.92
      5624 MISC PARTS OF DRY HID CAPACITY EXPANSION                              1,174.09              97.84         1,076.25
      5267 MAC 10 HEPA FAN MODULES/CEILING FRAMES/VINYL CURTAIN ENCLOSURES       7,371.00             417.69         6,953.31
      1771 CONVERT 12 AEROFOIL WINDERS                                          78,881.00          77,566.27         1,314.73
      1867 PROGRAMMABLE UNIT for 8 MICROWAVE WINDERS                             6,125.00           6,022.87           102.13
      2794 LENGTH COUNTERS-on 12 Aerofoil, 10 Single,& 8 Microwaves              4,671.53           3,036.54         1,634.99
      2961 KAIDO WINDING MACH #1                                                35,000.00          28,437.52         6,562.48
      2963 KAIDO WINDING MACH # 4                                               35,000.00          28,437.52         6,562.48
      2964 KAIDO WINDING MACH # 2                                               35,000.00          28,437.52         6,562.48
      2965 KAIDO WINDING MACH # 3                                               35,000.00          28,437.52         6,562.48
      2985 SINGLE HEAD WINDER # 4                                                5,000.00           4,062.52           937.48
      3020 LENGTH COUNTERS-on 12 Aerofoil, 10 Single, & 8 Microwaves            10,108.60           5,896.70         4,211.90
      3100 WINDER/CONVERSION UPGRADE-8 Microwave                                46,900.00          24,231.68        22,668.32
      3319 Kaido #2-parts, Roller Inserts                                           25.00               9.59            15.41
      3320 Kaido #2-parts, Rollers                                                  95.00              36.40            58.60
      3321 Kaido #2-parts, Rollers                                                 675.00             258.75           416.25
      3322 Kaido #2-parts, Roller Shaft Collars                                    270.00             103.50           166.50
      3323 Kaido #2-parts, Dancer Arm Shafts                                       330.00             126.50           203.50
      3324 Kaido #2-parts, Shafts                                                  455.00             174.40           280.60
      3325 Kaido #2-parts, Bearings                                                685.50             262.77           422.73
      3443 MICROWAVE WINDER UPGRADE #4                                          28,492.59          19,334.26         9,158.33
      3444 MICROWAVE WINDER UPGRADE #2                                          28,492.59          19,334.26         9,158.33
      3445 MICROWAVE WINDER UPGRADE #3                                          28,492.59          19,334.26         9,158.33
      3446 MICROWAVE WINDER UPGRADE #5                                          28,492.59          19,334.26         9,158.33
      3447 MICROWAVE WINDER UPGRADE #6                                          28,492.59          19,334.26         9,158.33
      3448 MICROWAVE WINDER UPGRADE #1                                          28,492.59          19,334.26         9,158.33
      3449 MICROWAVE WINDER UPGRADE #8                                          28,492.59          19,334.26         9,158.33
      3450 MICROWAVE WINDER UPGRADE #7                                          28,492.59          19,334.26         9,158.33
      3458 UPGRADE KAIDO WINDER # 3                                              3,625.32           1,942.12         1,683.20
      5040 LAWSON TRIMMER (PAPER CUTTER-USED)                                   13,000.00           4,333.32         8,666.68
      5397 WINDING MACHINE CONTROL PANEL PROGRAMMING                             6,235.00           1,187.63         5,047.37
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                                                  <C>                 <C>             <C>
      5414 EXPANSION OF 3D MODELING SOFTWARE                                    37,355.00           7,115.23        30,239.77
      5443 FOIL WINDER UPGRADE                                                   3,600.00             685.72         2,914.28
      5793 AEROFOIL WINDER A1                                                   11,745.00          11,745.00             0.00
      5794 AEROFOIL WINDER A2                                                   11,745.00          11,745.00             0.00
      5795 AEROFOIL WINDER A3                                                   11,745.00          11,745.00             0.00
      5796 AEROFOIL WINDER A4                                                   11,745.00          11,745.00             0.00
      5797 AEROFOIL WINDER A5                                                   11,745.00          11,745.00             0.00
      5798 AEROFOIL WINDER A6                                                   11,738.00          11,738.00             0.00
      5799 AEROFOIL WINDER A7                                                   11,745.00          11,745.00             0.00
      5800 AEROFOIL WINDER A8                                                   11,745.00          11,745.00             0.00
      5801 AEROFOIL WINDER A9                                                   11,745.00          11,745.00             0.00
      5802 AEROFOIL WINDER A10                                                  11,745.00          11,745.00             0.00
      5803 AEROFOIL WINDER A11                                                  11,745.00          11,745.00             0.00
      5804 AEROFOIL WINDER A12                                                  11,745.00          11,745.00             0.00
      5809 SINGLE WINDER #13                                                    18,460.00          18,460.00             0.00
      5813 SINGLE WINDER #90                                                    15,012.00          15,012.00             0.00
      5617 SOFTWARE UPGRADE                                                      9,600.00             685.71         8,914.29
      5157 HAKKO FUME EXTRACTOR                                                  4,433.00             949.93         3,483.07
      5698 FP5 50HP 460V E7001-33F (2) SPLIT IN 3 DEPTS 24,21,30                 4,358.00             232.43         4,125.57
       587 CALLAHAN                                                             15,588.00          15,588.00             0.00
      1825 CALLAHAN                                                              7,490.00           7,365.12           124.88
      1826 CALLAHAN                                                              5,076.00           4,991.40            84.60
      2397 Spray System Components and Power Supplies                          139,966.00         128,302.20        11,663.80
      2506 CALLAHAN                                                              4,325.00           4,325.00             0.00
      3017 Spray System Components and Power Supplies                            1,579.00             921.10           657.90
      5385 DESICCANT AIR DRYER                                                  10,274.00           1,956.96         8,317.04
      5486 OVERHEAD CONVEYOR TRACK & SUPPORT STRUCTURE                          17,600.00           2,346.67        15,253.33
      5488 4-VERTICAL TRAVERSING MECHANISMS W/2 HP 1200RPM                      17,948.71           2,393.15        15,555.56
      5515 MATERIAL FOR END SPRAY SYSTEM                                        37,396.11           4,986.15        32,409.96
      5525 MATERIAL & LABOR FOR SRAYBOOTHS                                       3,654.49             696.08         2,958.41
      5526 INSTALLATION                                                          3,250.00             619.04         2,630.96
      5652 TRAVERSING MECHANISM FOR ENDSPRAY                                     1,791.50             127.96         1,663.54
      5654 VARIABLE SPEED DRIVE FOR ENDSPRAY CONVEYOR                              560.00              40.00           520.00
      5656 MATERIALS & LABOR FOR ENDSPRAY                                       10,954.26             782.44        10,171.82
      5784 CALLAHAN SEAMER                                                         505.00             505.00             0.00
      5785 CALLAHAN SEAMER                                                         526.00             526.00             0.00
      5786 CALLAHAN SEAMER                                                       2,392.00           2,392.00             0.00
      5787 CALLAHAN SEAMER                                                       2,576.00           2,576.00             0.00
      5788 CALLAHAN SEAMER                                                       3,835.00           3,835.00             0.00
      5792 MODIFY CALLAHAN                                                         933.00             933.00             0.00
      5898 UNITEK SPOT WELDER                                                    4,485.60           4,485.60             0.00
      5899 UNITEK PHASEMASTER & TRANSORMER                                       4,485.60           4,485.60             0.00
      1794 ATM Machine-part                                                      2,124.00           2,124.00             0.00
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                                                <C>                <C>                 <C>
      1820 ATM MACHINE-DC BURN OFF                                               1,786.00           1,756.27            29.73
      1836 Abacus-Color Coding part                                              4,969.00           4,886.22            82.78
      2291 Domino Inkjet                                                        15,531.00          14,236.75         1,294.25
      2402 Abacus-Domino Inkjet                                                 21,963.00          20,132.75         1,830.25
      2407 Abacus Machine                                                      195,510.00         179,217.50        16,292.50
      2636 ATM Machine-Aerofoil Burnin                                          27,746.00          23,584.06         4,161.94
      2668 ATM Machine-Rub Aerofoil Burnin                                       1,800.00           1,290.00           510.00
      3097 Abacus-Fan/Herm Test Abacus                                           5,010.54           2,588.81         2,421.73
      3156 ABACUS #2 TESTER PPM UP-GRADE                                        21,774.86           9,798.70        11,976.16
      3169 ABACUS-CONVEYOR BELT                                                  3,579.00           2,013.19         1,565.81
      3268 Abacus-Powered Conveyor                                               2,525.76             968.18         1,557.58
      5163 CONVEYOR SYSTEM                                                      24,000.00           5,142.85        18,857.15
      5205 REBUILDING BALLAST #4                                                13,906.94           2,814.50        11,092.44
      5272 VAPOR CLEANING SYSTEM OR SEREC DEGREASER                            705,192.43         143,184.66       562,007.77
      5277 BUILT/MODIFIED FILL HOLE SOLDER TABLES                                1,869.94             806.85         1,063.09
      5278 BUILT/MODIFIED FILL HOLE SOLDER TABLES                                1,869.94             806.85         1,063.09
      5279 BUILT/MODIFIED FILL HOLE SOLDER TABLES                                1,869.94             806.85         1,063.09
      5280 BUILT/MODIFIED FILL HOLE SOLDER TABLES                                1,869.94             806.85         1,063.09
      5281 BUILT/MODIFIED FILL HOLE SOLDER TABLES                                1,869.94             806.85         1,063.09
      5384 COOLING TUNNEL, INTERNAL CONVEYOR, CHILLER                           32,823.45           6,252.09        26,571.36
      5518 OMNI METAL CRAFT 22' CHAIN DRIVEN LIVE ROLLER EXTENSION-CONVEYOR      4,306.00             574.13         3,731.87
      5519 MATHEWS BELT DRIVEN LIVE ROLLER 30 DEG SPUR & 5'CONVEYOR SECT        14,294.00           2,722.67        11,571.33
      5520 ENGINEERING & INSTALLATION ON CONVEYOR SYSTEM                        13,664.44           2,602.74        11,061.70
      5521 MATERIALS FOR CONVEYOR SYSTEM                                         4,735.15             901.93         3,833.22
      5632 SYSTEM PROGRAMMING FOR NB MOVE                                        1,312.50              93.75         1,218.75
      5633 SYSTEM PROGRAMMING FOR NB MOVE                                          525.00              37.50           487.50
      5634 BMCO-INSTALLATION NB MOVE                                               800.00              57.14           742.86
      2538 Abacus-Off Load Conveyor                                              5,400.00           5,400.00             0.00
      3318 Voltage and Ground Tester                                            70,475.41          57,890.54        12,584.87
      5812 MICROWAVE WINDER #7                                                  15,013.00          15,013.00             0.00
      5752 CALCUTTA'S FOR 8 MICR & 2 SING WINDERS (8&12)                         7,606.00           6,000.31         1,605.69
      5783 CALLAHAN SEAMER                                                         285.00             285.00             0.00
      5805 MICROWAVE WINDER #2                                                  10,458.00          10,458.00             0.00
      5806 MICROWAVE WINDER #3                                                  10,457.00          10,457.00             0.00
      5810 MICROWAVE WINDER #6                                                  18,460.00          18,460.00             0.00
      5818 MICROWAVE WINDER #8                                                  27,096.00          27,096.00             0.00
      5819 MICROWAVE WINDER #5                                                  27,096.00          27,096.00             0.00
      5820 MICROWAVE WINDER #1                                                  27,096.00          27,096.00             0.00
      5821 MICROWAVE WINDER #4                                                  27,096.00          27,096.00             0.00
      1784 Manual Hand Brake                                                     1,950.00           1,950.00             0.00
      1809 C1 1/4-Welder Bowl                                                    1,403.00           1,403.00             0.00
      1816 C3-part                                                               1,106.00           1,106.00             0.00
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                                                  <C>                <C>                <C>
      2349 C1 1/4-Micro Weld Fixtures                                            1,400.00           1,263.84           136.16
      2391 RIVET MACHINE                                                         6,512.00           5,878.84           633.16
      2451 MICROWAVE WELDING FIXTURE-C 1 1/4                                     4,479.00           3,757.38           721.62
      2498 MICROWAVE PROD EQUIP-C 1 1/4                                         13,403.00          11,392.51         2,010.49
      2623 RIVET MACHINE                                                         1,940.58           1,520.10           420.48
      2651 WELDER REPAIR for 7 Cover Welders                                     2,054.38           1,472.32           582.06
      2971 DOALL BAND SAW                                                        5,000.00           4,062.52           937.48
      3057 MODIFICATIONS for 7 Cover Welders                                     2,636.40           1,537.90         1,098.50
      3119 C1 1/4COVER ASSEMBLER REBUILD-BOWL FEEDER,SELECTORS,TRACK,LOADIN      6,000.00           3,100.00         2,900.00
      3172 CAN BENDING MACHINE-HYDRAULIC PUMP                                    1,599.58             719.82           879.76
      3290 PLC PANNELS                                                          21,932.90           8,407.59        13,525.31
      3291 CONVEYOR ASSEMBLY                                                     7,303.18           2,799.56         4,503.62
      3293 TABLES,PANNELS,CONTROL BOXES                                          4,350.00           1,667.50         2,682.50
      3294 ELECTRICAL AND PNEUMATIC CONTROLS                                     4,575.00           1,753.75         2,821.25
      3295 REBUILDING SECOND CONVEYOR                                            1,987.81             761.99         1,225.82
      3296 TRACKS,SENSORS,MOUNTING BRACKETS                                      2,965.00           1,136.59         1,828.41
      3297 PLATES,STOPS,SENSORS,BRACKETS                                         3,389.94           1,299.50         2,090.44
      3298 DISPENSING SETUP                                                      5,665.87           2,171.94         3,493.93
      3394 REBUILD T-7 INDEX TABLE                                               1,875.58             718.98         1,156.60
      3398 INTERNAL COVER INSULATOR #2                                          55,139.58          21,136.82        34,002.76
      3399 C 1 1/4-rebuilt                                                      50,418.24          19,327.01        31,091.23
      3400 Built 3 Micro Cover Assy Machines                                    67,598.72          25,912.83        41,685.89
      3551 DIARCO POWERNOTCHER                                                   5,000.00           4,062.52           937.48
      3566 FINGER BRAKE D ARCO                                                   5,000.00           4,062.52           937.48
      3567 FINGER BRAKE D. ARCO                                                  5,000.00           4,062.52           937.48
      3570 FINGER BRAKE D. ARCO                                                  5,000.00           4,062.52           937.48
      3571 MILLER WELDER                                                         3,000.00           2,437.50           562.50
      3917 L & J POWER PRESS                                                     5,000.00           4,062.52           937.48
      3919 BLISS #18 POWER PRESS                                                 5,000.00           4,062.52           937.48
      3935 POWER PRESS # 5                                                       5,000.00           4,062.52           937.48
      3960 RIVET MACHINE 21R                                                         0.00               0.00             0.00
      4170 RAPID AIR FEEDER                                                      1,258.68             818.12           440.56
      5047 SOLVENT FREE COVER PRECISION VALVE-PRESSURE POT                      10,666.67           3,555.56         7,111.11
      5048 SOLVENT FREE COVER SEALANT-PUMP                                      10,666.67           5,077.77         5,588.90
      5049 SOLVENT FREE COVER SEALANT-DISPENSING SYSTEM                         10,666.66           3,555.55         7,111.11
      5754 SLITTER #4 NISIMURA                                                  75,000.00          75,000.00             0.00
      5755 SLITTER #2 NISHMURA                                                  75,000.00          48,958.33        26,041.67
      5756 BLISS PRESS                                                          10,000.00           6,527.75         3,472.25
      5757 NIAGARA 3 1/2 PRESS                                                  10,000.00           6,527.75         3,472.25
      5758 BLISS #19 PRESS                                                      10,000.00           6,527.75         3,472.25
      5759 L&J POWER PRESS                                                       5,000.00           3,263.90         1,736.10
      5765 T7-REPLACE INDEX TABLE                                                1,916.05             617.40         1,298.65
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                                                  <C>                <C>              <C>
      5766 BOX BENDER                                                            3,000.00           1,958.33         1,041.67
      5767 ALPHIL SPOTWELDER                                                    10,000.00           6,527.75         3,472.25
      5772 HAND ANGLE NOTCHER                                                       10.00              10.00             0.00
      5773 POWER PRESS-PERKINS                                                      10.00              10.00             0.00
      5774 POWER PRESS-PERKINS                                                      10.00              10.00             0.00
      5775 POWER PRESS-PERKINS                                                      10.00              10.00             0.00
      5776 POWER PRESS-PERKINS                                                      10.00              10.00             0.00
      5777 SPOT WELDER                                                              86.00              86.00             0.00
      5778 UPRIGHT SANDER                                                           14.00              14.00             0.00
      5779 CALLAHAN SEAMER                                                         129.00             129.00             0.00
      5780 CALLAHAN SEAMER                                                       1,307.00           1,307.00             0.00
      5782 CARDBOARD CORE CUTTER                                                   132.00             132.00             0.00
      5828 WELDER-C-1 1/4 ROTARY                                                31,081.00          31,081.00             0.00
      5829 C-4 WELDER                                                          108,475.00         108,475.00             0.00
      5830 C-3 WELDER                                                          108,475.00         108,475.00             0.00
      3186 TOOLING-A,B,C NOTATION ON HID DUALS                                   1,645.00           1,645.00             0.00
      3303 TOOLING                                                               3,275.00           3,138.53           136.47
      3335 STAMPING DIE                                                          4,300.00           4,120.84           179.16
      3392 Insulator Cutting Machine-part for #7 & 8                             1,450.00           1,389.59            60.41
      5636 RESISTOR BOARD PUNCH TOOL-MMP TOOLING                                 4,000.00             333.33         3,666.67
      5637 RESISTOR BOARD EYLET SETTING TOOL-MPP TOOLING                         4,000.00             333.33         3,666.67
      5638 PRESSURE INSTERUPTER ASSEMBLY TOOL-MPP TOOLING                        2,100.00             175.00         1,925.00
      5863 SPRAY SYSTEM-POWER SUPPLIES END SPRAY                                 1,400.00           1,400.00             0.00
      1776 CALLAHANS (2)-PARTS                                                   1,416.00           1,416.00             0.00
      1777 CALLAHAN                                                             11,373.00          11,373.00             0.00
      1847 CALLAHAN                                                             15,413.00          15,156.07           256.93
      2324 CALLAHANS (2)-PARTS                                                   6,083.00           5,576.04           506.96
      2410 CALLAHANS (2)-PARTS                                                   7,533.00           6,905.25           627.75
      2415 CALLAHANS (2)-PARTS                                                   7,533.00           6,905.25           627.75
      2507 CALLAHANS (2)-PARTS                                                   4,325.00           3,676.21           648.79
      2625 RESISTANCE SOLDERS-6 TRANSFORMERS                                    81,335.52          63,712.84        17,622.68
      2645 TAB TAPING MACH                                                       1,415.63           1,014.58           401.05
      2986 TAB TAPING MACHINE-MODEL                                             40,000.00          32,499.97         7,500.03
      3118 TAB TAPING MACHINE- INSULATING TAPE TO TAB MATERIAL                  26,630.00          13,758.81        12,871.19
      5853 CUP MOLD (AT VENDOR)                                                  5,000.00           5,000.00             0.00
      5855 ALUM CANS TOOLING (AT VENDOR)                                        16,955.00          16,955.00             0.00
      3429 GATEWAY P5-133                                                        1,931.00           1,931.00             0.00
      5243 AS400-PRINTERS 4232                                                   2,529.95           1,194.70         1,335.25
      5244 AS400-PRINTERS 4232                                                   2,529.95           1,194.70         1,335.25
      5245 AS400-PRINTERS 4232                                                   2,529.95           1,194.70         1,335.25
      5246 AS400-PRINTERS 4232                                                   2,529.95           1,194.70         1,335.25
      5247 AS400-PRINTERS 4232                                                   2,529.95           1,194.70         1,335.25
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                                                  <C>                <C>              <C>
      5248 AS400-PRINTERS 4232                                                   2,529.95           1,194.70         1,335.25
      5249 AS400-PRINTERS 4232                                                   2,529.95           1,194.70         1,335.25
      5250 AS400-PRINTERS 4232                                                   2,529.95           1,194.70         1,335.25
      5251 AS400-PRINTERS 4232                                                   2,529.95           1,194.70         1,335.25
      5252 AS400-PRINTERS 4232                                                   2,529.95           1,194.70         1,335.25
      5253 AS400-PRINTERS 4232                                                   2,529.95           1,194.70         1,335.25
      2332 HARDING LATHES (1)                                                    6,300.00           5,775.00           525.00
      2973 DOALL BAND SAW                                                        5,000.00           4,062.52           937.48
      2977 TOOL GRINDER                                                          5,000.00           4,062.52           937.48
      2983 MILLING MACHINE                                                       5,000.00           4,062.52           937.48
      3288 ELECTRIC ARC WELDER                                                   1,208.80             463.38           745.42
      3383 KALAMAZOO SAW REPAIR                                                    783.48             300.32           483.16
      5781 PRESS ARBOR                                                              23.00              23.00             0.00
      3341 GATEWAY 2000 COMPUTER                                                 1,991.51           1,991.51             0.00
      2478 3 BLADE TERMINAL                                                      1,200.00           1,020.00           180.00
      3052 LUG TOOL MODIFY                                                       1,500.00           1,500.00             0.00
      3145 HOT RUNNER SYSTEM                                                    19,674.99          10,165.43         9,509.56
      5620 COVER TOOL 51656-1506 (AT VENDOR)                                     4,281.00             356.75         3,924.25
      5621 COVER TOOL 51656-1519 (AT VENDOR)                                     4,281.00             356.75         3,924.25
      5852 INSUL CUP TOOLING (AT VENDOR)                                         4,800.00           4,800.00             0.00
      5857 MODIFY MOLD (AT VENDOR)                                               2,000.00           2,000.00             0.00
      5858 HEX CORE MOLDS (AT VENDOR)                                            3,200.00           3,200.00             0.00
      5860 HEX CORE MOLDS (AT VENDOR)                                            3,200.00           3,200.00             0.00
      5731 PROMO PKG ID WORKS STD W/DIGITAL CAMERA & S2 PRINTER & ACCESSOR       7,742.42             709.72         7,032.70
      5183 `6 COFFEE TABLE & `5 STEEL END TABLES                                 2,150.00             322.50         1,827.50
      5191 LIFE FITNESS TR8500 TRADMILL                                          3,695.00             554.25         3,140.75
      5192 LIFE FITNESS TR8500 TRADMILL                                          3,695.00             554.25         3,140.75
      5193 LIFE FITNESS CT8500 CROSS TRAINER                                     2,995.00             449.25         2,545.75
      5194 LFS-8500 MULTI GYM                                                    3,995.00             599.25         3,395.75
      5195 VARIOUS FITNESS ROOM ACCESSORIES                                        182.10              27.31           154.79
      5618 20 CHAIRS, COMFORTASK, DGY/BLACK                                      1,600.00              80.00         1,520.00
      5619 20 ARMCHAIRS LOOP, F/5900/BK                                            600.00              30.00           570.00
      3387 PC-PERSONNEL TRAINING COORDINATOR                                     4,586.21           4,586.21             0.00
      5907 RETURNABLE PACKAGING FOR ICP-4000 RETURNABLE BINS FOR CAPS           28,710.00             341.78        28,368.22
      3382 (2) NISSAN FORK TRUCKS                                                9,550.10           9,152.16           397.94
      5174 YALE AISLE STACKER                                                   10,000.00           1,666.67         8,333.33
      5255 YALE AISLE STACKER                                                   15,000.00           3,035.71        11,964.29
      5256 INFRAPACK STRETCH WRAPPER                                             7,405.00           1,498.63         5,906.37
      3289 BT TRUCK MOTOR                                                        2,523.50           2,523.50             0.00
      3437 FORKLIFT (BT-LST1350)                                                11,086.00          10,531.70           554.30
      5856 HEX CORE MOLD (AT VENDOR)                                            10,000.00          10,000.00             0.00
      3984 CLARK HESS ESR                                                            0.00               0.00             0.00
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                                                  <C>                <C>              <C>
      3985 TEKTRONIC SCOPE                                                           0.00               0.00             0.00
      3986 ESI 296 BRIDGE                                                            0.00               0.00             0.00
      3989 GEN RAD DIGIBRIDGE                                                        0.00               0.00             0.00
      3990 GEN RAD DIGIBRIDGE 1657                                                   0.00               0.00             0.00
      3991 GEN RAD DIGIBRIDGE 1657                                                   0.00               0.00             0.00
      3992 GEN RAD DIGIBRIDGE 1657                                                   0.00               0.00             0.00
      3993 GEN RAD DIGIBRIDGE 1657                                                   0.00               0.00             0.00
      3994 GEN RAD DIGIBRIDGE 1657                                                   0.00               0.00             0.00
      3995 GEN RAD DIGIBRIDGE 1657                                                   0.00               0.00             0.00
      3996 GEN RAD DIGIBRIDGE 1657                                                   0.00               0.00             0.00
      3997 GEN RAD DIGIBRIDGE 1657                                                   0.00               0.00             0.00
      4003 BECKMAN MEGOHMMETER                                                       0.00               0.00             0.00
      4004 BECKMAN MEGOHMMETER                                                       0.00               0.00             0.00
      4005 BECKMAN MEGOHMMETER                                                       0.00               0.00             0.00
      4006 BECKMAN MEGOHMMETER                                                       0.00               0.00             0.00
      3194 CALIBRATION SOFTWARE,PC,PRINTER,STAND                                 4,848.74           4,848.74             0.00
      5816 VARIACS                                                                 237.00             237.00             0.00
      2448 AUTO TRANSFORMER                                                      1,705.00           1,449.28           255.72
      2923 OLYMPUS MICROSCOPE                                                    2,770.32           2,724.17            46.15
      2924 DIGIBRIDGE                                                            4,410.84           4,337.37            73.47
      2930 TITRATOR                                                              7,916.16           7,784.19           131.97
      3952 CORONA TESTER                                                             0.00               0.00             0.00
      5412 HV LIFE LAB TEST LAB W/TRANSFORMER & OVEN                            24,877.19           4,738.52        20,138.67
      5814 VARIACS                                                                 238.00             238.00             0.00
      5815 VARIACS                                                                 238.00             238.00             0.00
      5817 VARIACS                                                                 237.00             237.00             0.00
      5831 VARIACS                                                                 275.00             275.00             0.00
      5832 VARIACS                                                                 275.00             275.00             0.00
      5833 VARIACS                                                                 275.00             275.00             0.00
      5834 VARIACS                                                                 275.00             275.00             0.00
      5850 INDUCTORS                                                             1,308.00           1,308.00             0.00
      3125 Q C RECEIVING SCALE -HIGH RESOLUTION                                  1,853.00           1,853.00             0.00
      2696 AUTO TRANSFORMER                                                      4,475.00           4,475.00             0.00
      2744 AUTO TRANSFORMER                                                      1,459.00           1,459.00             0.00
      2765 POWERSTAT                                                             2,057.00           2,057.00             0.00
      2768 POWERSTAT                                                             2,654.00           2,654.00             0.00
      3025 MICROWAVE TEST SYSTEM                                                13,759.94          13,759.94             0.00
      3026 CT LAB POT TESTER                                                     1,266.64           1,266.64             0.00
      3027 BROOKFIELD VISCOMETER                                                 2,244.82           2,244.82             0.00
      3053 QC TEST EQUIPMENT                                                     7,723.04           7,723.04             0.00
      3054 TEST OVEN FIRE SUPPRESSION                                            8,255.00           8,255.00             0.00
      3128 CORONA DETECTOR -DISPLAY TUBE                                         1,276.64           1,276.64             0.00
      3165 VISCOSITY INSTRUMENTATION                                             2,042.31           1,969.38            72.93
</TABLE>

<PAGE>

<TABLE>
<S>       <C>                                                                   <C>                <C>                <C>
      3189 HIPOT TESTER                                                          5,323.05           5,132.97           190.08
      3203 COLD CHAMBER                                                         19,698.09          18,994.57           703.52
      3209 GENRAD 1657 BRIDGES                                                  27,195.00          26,223.75           971.25
      3217 SOLDERABILITY NELTING POT                                             7,413.65           7,148.86           264.79
      3326 HIGH FREQUENCY TEST EQUIPMENT                                         6,615.41           5,434.09         1,181.32
      3163 Q.C. ANALYTICAL CAMERA'S                                              2,467.00           2,467.00             0.00
      3380 SPC SOFTWARE/HARDWARE PACKAGE                                         4,973.43           4,973.43             0.00
      3397 LAPTOP PC FOR QUALITY CONTROL                                         3,398.00           3,398.00             0.00
      3414 PC-ISO COORDINATOR                                                      864.13             864.13             0.00
      3415 LASER JET PRINTER                                                     1,582.26           1,582.26             0.00
      3420 GATEWAY G5-133-TEST LAB                                               1,909.40           1,909.40             0.00
      5392 DATA ACQUISITION                                                      7,400.00           3,288.89         4,111.11
      4948 KOMAX 35 WIRE CUTTING AND STRIPPING MACHINE                          13,260.00           5,083.00         8,177.00
      5023 SEMI-AUTOMATIC LEAD TRIMMER                                           5,965.20           2,833.47         3,131.73
      5003 AUTOCAD STATION - FILTERS                                             7,143.35           5,867.76         1,275.59
      4935 LABELS PRINTER                                                        3,658.47           1,753.00         1,905.47
      4983 DIGIBRIDGE REPLACEMENT                                               12,015.50          11,586.38           429.12
      5006 FILTERS TEST EQUIPMENT                                                3,417.76           2,807.44           610.32
      4946 COMPUTER,MONITOR,PRINTER                                              2,543.00           2,543.00             0.00
      4947 DESING SOFTWARE                                                         605.40             605.40             0.00
      5007 GATEWAY SOLO LAPTAP                                                   3,014.00           3,014.00             0.00
      5008 GATEWAY 200                                                           4,017.76           4,017.76             0.00
      5009 GATEWAY P133                                                          2,046.00           2,046.00             0.00
      5135 LCR METER                                                             4,300.00           3,532.15           767.85
      5137 HIPOT TESTER                                                            215.00             215.00             0.00
      5138 VOLTMETER                                                               106.00             106.00             0.00
      5139 MILLIOMETER                                                             220.00             220.00             0.00
      4931 GEARS AND DRIVE SHAFT                                                    84.65              69.52            15.13
      4932 ROLLERS,O-RINGS,FELT PADS,MICRO-PROCESSOR                             1,660.75           1,364.19           296.56
      4933 COPPER FITTINGS                                                          27.70              22.77             4.93
      4934 COPPER FITTINGS                                                          89.09              73.19            15.90
      4988 HIPOTRONICS HV DC                                                     2,215.08           2,215.08             0.00
      5025 EMI FILTERS TEST EQUIPMENT                                            9,714.10           2,428.53         7,285.57
      4989 DIGIBRIDGE                                                            3,570.00           3,570.00             0.00
      4990 PHENOLIC CASE TEST EQUIPMENT                                          5,478.58           5,478.58             0.00
      4991 IR AND TAN DELTA MEASUREMENT  FOR POLYBUTENE                         21,730.17          21,730.17             0.00
      4999 REBUILD ABACUS II - SPARE PARTS                                      20,449.98          16,798.21         3,651.77
      5013 SEMI-AUTOMATIC HI-POT TESTER                                          1,785.55           1,211.63           573.92
      4992 ECAD PROGRAMS                                                        13,500.00          13,500.00             0.00
      5017 FILTERS ENG. COMPUTER                                                 2,799.45           2,799.45             0.00
      4930 LASERJET PRINTER                                                      1,409.11           1,409.11             0.00
      5156 HAKKO FUME EXTRACTOR                                                  3,627.00             777.21         2,849.79
      3957 PULSE TESTING EQUIPMENT                                                   0.00               0.00             0.00
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                                                     <C>                <C>              <C>
      3961 ARCOTRONICS BRUSHING MACH                                                 0.00               0.00             0.00
      3962 RESISTOR WELDER                                                           0.00               0.00             0.00
      3972 THERMOMETER OMEGA MD199                                                   0.00               0.00             0.00
      4001 POWER SUPPLY                                                              0.00               0.00             0.00
      4002 POWER SUPPLY                                                              0.00               0.00             0.00
      5038 HEAT SHRINK OVEN                                                      6,712.50           2,237.50         4,475.00
      5050 EDC SOLDER WELDER W/SOLDER FEEDER                                     9,675.00           3,224.99         6,450.01
      5389 POWER FACTOR TEST CAGE                                                9,348.38           1,780.64         7,567.74
      5390 LARGE EDC TEST CAGE                                                  18,540.18           3,531.47        15,008.71
      5391 POWER FABRICATION SQUARING SHEAR                                      8,500.00           1,619.05         6,880.95
      5462 PULSED DISCHARGE TEST                                               106,450.70          45,932.08        60,518.62
      5536 SPRAY BOOTHS OH CONVEYOR INSTALLATION                                20,637.68           2,751.69        17,885.99
      5537 PURGE OVEN ENCLOSURE                                                 14,235.00           1,898.00        12,337.00
      5625 MISC PARTS FOR LG EDC TEST CAGE                                         288.20              20.58           267.62
      5627 MISC MATLS & INSTL FOR POWER FACTOR TEST CAGE                            95.44               6.82            88.62
      5769 KOLAN CLEARING MACH                                                  45,000.00          29,375.00        15,625.00
      5901 PACK INSERTER                                                         4,376.00           4,376.00             0.00
      5768 AUTOCAD PLOTTER                                                       5,423.08           5,423.08             0.00
      5748 PHENOLIC MMP PLASTIC BUSHING TERMOSET MOLD                            8,250.00             458.33         7,791.67
      5396 MANIFOLD GAS SYSTEM                                                   1,956.36             372.64         1,583.72
      5261 DEFRIBILLATOR CAP                                                    52,329.76          10,590.55        41,739.21
      5399 EDC LAB TEST CAGE                                                    46,093.22           8,779.66        37,313.56
      5628 MISC MATLS-EDC LAB TEST CAGE                                         10,733.37             766.67         9,966.70
      5388 PC BURN ROOM                                                         76,223.00          14,518.67        61,704.33
      5257 COMPUTER & PREENGINEER FOUNDATION SOFTWARE                           12,451.66           5,879.94         6,571.72
      5401 HELIUM LEAK DETECTOR/DIGITAL GAS FLOW METER/ A CART                  18,308.40           3,487.32        14,821.08
      5415 TOP MOUNT BRACKET                                                    24,626.50           4,690.75        19,935.75
      5268 LAB COUNTER UNITS                                                     2,500.00             354.17         2,145.83
      5269 LAB WORKSTATIONS                                                     10,000.00           1,416.67         8,583.33
      5270 LAB CABINETS                                                         11,000.00           1,558.33         9,441.67
      5271 DISHWASHER FOR LAB                                                      469.95              66.58           403.37
      5258 COMPUTER & PREENGINEER FOUNDATION SOFTWARE                           12,451.66           5,879.94         6,571.72
      5259 COMPUTER & PREENGINEER FOUNDATION SOFTWARE                           12,451.66           5,879.94         6,571.72
      3897 AUTO IR TST SYS                                                       4,813.85           4,312.46           501.39
      3898 PGC HUMIDITY CHAMBER                                                  3,455.98           3,096.00           359.98
      3899 CONVECTION OVEN                                                         209.76             187.91            21.85
      3900 PGC HUMIDITY CHAMBER                                                  2,387.89           2,139.14           248.75
      3901 PRECION OVEN                                                          1,074.84             962.88           111.96
      3902 PGC HUMIDITY CHAMBER                                                  5,928.99           5,311.36           617.63
      3903 DC BREAKDOWN TST SET                                                    965.01             864.51           100.50
      3905 ACCEL DRY LIFE TST                                                    3,627.75           3,249.83           377.92
      3906 ACCEL DRY LIFE TST                                                   17,257.51          15,459.89         1,797.62
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                                                  <C>                <C>                <C>
      3907 TENNEY 14 OVEN                                                        3,760.45           3,368.73           391.72
      3908 ACCEL DRY LIFE TST                                                   17,257.50          15,459.89         1,797.61
      3910 HUMIDITY CHAMBER                                                      3,347.22           2,998.60           348.62
      3911 ACCEL DRY LIFE TST                                                   13,847.87          12,405.38         1,442.49
      3912 PGC HUMIDITY CHAMBER                                                  5,928.99           5,311.36           617.63
      3913 AUTO TST & SORT                                                      17,145.31          15,359.38         1,785.93
      3914 AUTO CAP/DF TST SYS                                                  70,982.24          63,588.28         7,393.96
      3915                                                                           0.00               0.00             0.00
      5203 PROTOTYPE TOOLING & VACUUM POTTING DISPENSING SYSTEM FOR DRY CAP     18,587.83           3,761.83        14,826.00
      5393 DIGIBRIDGE                                                            3,343.64             636.88         2,706.76
      5394 DIGIBRIDGE                                                            3,343.64             636.88         2,706.76
      5395 DIGIBRIDGE                                                            3,343.64             636.88         2,706.76
      5635 MPP PFC CONVERSION ADDL SPENDING MATLS & LABOR                        1,485.00             106.07         1,378.93
      2043 CALCULATOR                                                              189.00             189.00             0.00
      2046 DUPLICATOR                                                               72.00              72.00             0.00
      2074 PUNCH                                                                     5.00               5.00             0.00
      2106 PITNEY BOW                                                            2,495.00           2,495.00             0.00
      2107 OFFSET DUP                                                            7,195.00           7,195.00             0.00
      2138 COPIER MACH                                                           4,617.00           4,617.00             0.00
      3039 HVAC COMPRESOR                                                        1,248.28           1,248.28             0.00
      3131 POSTAGE MAILING SYSTEM W/10 LB SCALE                                  5,927.25           5,927.25             0.00
      3201 PC'S (2) MFG ENGINEERING                                              4,965.97           4,965.97             0.00
      5041 ACER SERVER/ (2) UNIX SERVER HARDWARE/ & SERVICE                     12,807.13          12,332.79           474.34
      5042 VERMONT VIEW SOFTWARE                                                 1,620.00           1,260.00           360.00
      5043 UNIX SOFTWARE                                                         3,429.78           2,667.60           762.18
      5045 3D MODELING SOFTWARE                                                 28,500.00          22,166.66         6,333.34
       369 VACUUM TUB                                                               14.00              14.00             0.00
       978 OSCILLATOR                                                              217.00             217.00             0.00
      1014 OSCILLATOR                                                              107.00             107.00             0.00
      1015 OSCILLOSCOPE                                                            592.00             592.00             0.00
      1017 CAP BRIDGE                                                              246.00             246.00             0.00
      1020 GENERATOR                                                                72.00              72.00             0.00
      1026 OIL PUMP                                                                 19.00              19.00             0.00
      1027 OIL PUMP                                                                  7.00               7.00             0.00
      1054 POWER LINE                                                            7,199.00           7,199.00             0.00
      1055 LAB EQUIP                                                             2,899.00           2,899.00             0.00
      1121 HIGH FREQUENCY                                                          234.00             234.00             0.00
      1199 TRANSFORMER                                                             507.00             507.00             0.00
      1200 TRANSFORMER                                                             507.00             507.00             0.00
      1254 DISCHARGE                                                             1,284.00           1,284.00             0.00
      1315 HYDROMETER                                                            2,589.00           2,589.00             0.00
      1353 REPLACE 20                                                              544.00             544.00             0.00
</TABLE>

<PAGE>

<TABLE>
<S>       <C>                                                                   <C>                <C>                  <C>
      1470 OSCILLOSCOPE                                                          4,256.00           4,256.00             0.00
      1535 MULTIPOINT                                                            4,528.00           4,528.00             0.00
      1543 POWER SUPPLY                                                         14,361.00          14,361.00             0.00
      1546 ARCHITECTURE                                                          1,200.00           1,200.00             0.00
      1571 PILOT PROD                                                              697.00             697.00             0.00
      1604 TARA AROSP                                                           24,579.00          24,579.00             0.00
      1607 RETOOL WIN                                                            8,776.00           8,776.00             0.00
      1612 COONA TESTER                                                          4,455.00           4,455.00             0.00
      1614 60 HZ BRIDGE                                                         16,450.00          16,450.00             0.00
      1641 LAB IMPREG SYSTEM                                                     3,388.00           3,388.00             0.00
      1653 METALLIZE                                                             3,215.00           3,215.00             0.00
      1654 ENG TEST                                                              2,560.00           2,560.00             0.00
      1655 DESIGN                                                                8,137.00           8,137.00             0.00
      1662 REFRACTOMETE                                                          2,340.00           2,340.00             0.00
      1668 400 HERTZ                                                             7,365.00           7,365.00             0.00
      1670 LOW TEMPE                                                             2,608.00           2,608.00             0.00
      1671 GAS CHROMA                                                            7,009.00           7,009.00             0.00
      1706 INDUCTIVE                                                            71,034.00          71,034.00             0.00
      1707 INDUCTIVE                                                            87,843.00          87,843.00             0.00
      1721 BOSCH TEST                                                            3,308.00           3,308.00             0.00
      1722 BOSCH TEST                                                            7,992.00           7,992.00             0.00
      1747 CLEAN AIR                                                            21,868.00          21,868.00             0.00
      1787 LOW SPEED SAW                                                         4,392.00           4,392.00             0.00
      2747 IMPREGNATION LAB                                                      8,953.41           5,819.68         3,133.73
      3107 SELF CONTAINED LAB MIXING AND DISPENSING SYSTEM/POTTING MATERIAL      4,340.00           2,242.31         2,097.69
      3258 ELECTRON TUBE                                                           940.00             360.34           579.66
      3358 HP SCAN JET 4SI                                                       2,463.60             944.38         1,519.22
      3359 COREL DRAW 5 SOFTWARE                                                   462.71             177.38           285.33
      3360 3COM LINK BUILDER HUB                                                   968.78             371.38           597.40
      3460 ULTRASONIC WELDER                                                    13,240.00           4,965.00         8,275.00
      4031 OSCILLISCOPE                                                          1,828.00           1,828.00             0.00
      4032 OSCILL1SCOPE                                                            870.00             870.00             0.00
      4033 OSCILLISCOPE                                                            870.00             870.00             0.00
      4034 OSCILLISCOPE                                                            870.00             870.00             0.00
      4037 DC HIPOT                                                                174.00             174.00             0.00
      4038 OSCILLISCOPE                                                            762.00             762.00             0.00
      4039 OSCILLISCOPE                                                            762.00             762.00             0.00
      4043 OSCILLISCOPE                                                            696.00             696.00             0.00
      4050 LAB STORAGE                                                             209.00             209.00             0.00
      4054 TEST FACILITIES                                                      22,156.00          22,156.00             0.00
      4055 IMPEDANCE                                                             1,327.00           1,327.00             0.00
      4056 EMI SYSTEM                                                           52,740.00          52,740.00             0.00
</TABLE>

<PAGE>

<TABLE>
<S>       <C>                                                                   <C>                 <C>                 <C>
      4057 ANTENNA                                                               1,835.00           1,835.00             0.00
      4058 DEPOLE SET                                                            2,150.00           2,150.00             0.00
      4059 PHASE LSN                                                             1,800.00           1,800.00             0.00
      4060 OHMM METER                                                            2,061.00           2,061.00             0.00
      4062 FILTERS EQUIPMENT                                                    77,418.00          76,127.70         1,290.30
      4063 FILTERS EQUIPMENT                                                     3,098.00           3,046.32            51.68
      4064 TEST EQUIP                                                            1,913.00           1,881.07            31.93
      4065 IMPEDANCE                                                               650.00             650.00             0.00
      4079 TAX ONLY                                                                  0.00               0.00             0.00
      4091 OSCILLISCOPE                                                          1,019.00           1,019.00             0.00
      4404 ENGINEERING LAB                                                      41,941.71          34,452.10         7,489.61
      4405 OVEN FIRE PROTECTION SYSTEM                                           6,351.02           3,016.72         3,334.30
      3361 HP LASERJET 5 PRINTER                                                 1,467.95           1,205.82           262.13
      3362 AUTOCAD SOFTWARE UPGRADE                                                272.50             223.85            48.65
      3363 PS-100 PROFESSIONAL COMPUTER                                          1,849.00           1,518.80           330.20
      3364 POWER FACTOR CORRECTION CAD SYSTEM UPGRADE                              665.30             546.48           118.82
      1981 OSCILLOSCOPE                                                         11,900.00          11,900.00             0.00
      1982 TIME BASE                                                             1,525.00           1,525.00             0.00
      1984 AQUATEST                                                              6,002.00           6,002.00             0.00
      1985 HU DC DISC                                                           15,145.00          15,145.00             0.00
      1986 CAPACITOR                                                             7,185.00           7,185.00             0.00
      1987 MICROSCOPE                                                            6,832.00           6,832.00             0.00
      1988 LAB` OVEN                                                             3,525.00           3,525.00             0.00
      1989 LAB HOTPLATE                                                          1,620.00           1,620.00             0.00
      1992 DIGITAL                                                               2,598.00           2,598.00             0.00
      1993 STORAGE                                                               9,706.00           9,706.00             0.00
      1995 MOISTURE                                                              2,575.00           2,575.00             0.00
      1996 MICRO OVEN                                                            5,870.00           5,870.00             0.00
      1997 EDC TEST                                                              6,996.00           6,996.00             0.00
      1999 MOLECULAR                                                             4,199.00           4,199.00             0.00
      2003 DIGITAL FO                                                            1,048.00           1,048.00             0.00
      2004 SCREEN TEST                                                           2,739.00           2,739.00             0.00
      2007 POWER SUPPLY                                                          7,166.00           7,166.00             0.00
      2008 HIGH CAP                                                              2,756.00           2,756.00             0.00
      2011 EDC TEST                                                              1,938.00           1,938.00             0.00
      2012 CALIBRATOR                                                            5,268.00           5,268.00             0.00
      2013 TOOLMAKERS                                                           10,710.00          10,710.00             0.00
      2014 LAB MICROS                                                           12,028.00          12,028.00             0.00
      2298 ELECT                                                                   618.00             592.28            25.72
      2353 MATERIAL TESTER                                                      26,011.00          26,011.00             0.00
      2355 TEST LOT EQUIP                                                        1,564.00           1,564.00             0.00
      2356 AUTO POLISH/GRINDER                                                   6,678.00           6,678.00             0.00
      2357 DEFIBRILLATOR CAP                                                     2,287.00           2,287.00             0.00
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                                                  <C>                <C>                   <C>
      2358 LAB MOISTURE METER                                                   18,447.00          18,447.00             0.00
      2359 LIFE TEST DATA AUTO                                                   1,352.00           1,352.00             0.00
      2424 VIDEO SYSTEM                                                          1,969.00           1,969.00             0.00
      2465 LAB WATER PURIFIER                                                    3,035.00           3,035.00             0.00
      2470 TEST SET                                                              1,970.00           1,970.00             0.00
      2504 491ERNOL COLOR/HAZE TEST                                              3,129.00           3,129.00             0.00
      2520 150 KVA TRANS REBUILD                                                11,550.00          11,550.00             0.00
      2553 GAS ANALYSIS EQUIP                                                    4,468.00           4,468.00             0.00
      2607 LAB FUME HOOD                                                        10,105.10          10,105.10             0.00
      2608 CORONA DISCHARGE METER                                                1,906.31           1,906.31             0.00
      2609 LAB XRAY MACHINE                                                     16,719.19          16,719.19             0.00
      2694 DEFIBRILLATOR TEST METER                                              1,152.61           1,152.61             0.00
      2748 CORONA DETECTOR                                                       5,885.64           5,885.64             0.00
      2922 DIGIBRIDGE                                                            2,635.08           2,635.08             0.00
      3122 HIGH FREQUENCY TEST SET-REPAIR                                       12,990.00          12,990.00             0.00
      3129 SPARE POWERSTAT FOR LIFE TEST FACILITY                                3,534.00           3,534.00             0.00
      3146 HIGH FREQUENCY TEST SET-REPAIR                                        5,445.02           5,250.55           194.47
      3153 HIGH FREQUENCY TEST SET-EQUIPMENT                                     9,039.88           8,717.02           322.86
      3191 PULSE/BUMP TESTER                                                     7,422.20           7,422.20             0.00
      3192 UV CURING MACHINE                                                     4,155.20           3,759.46           395.74
      3204 TERMINAL TOOL-PC BOARD MOUNT IGBT SNUBBER CAPACITORS/BUS MOUNT        2,503.61           2,503.61             0.00
      3237                                                                      15,067.05          14,528.97           538.08
      3371 POWER FACTOR CORRECTION TEST SYS LAB 2                               52,871.43          52,871.43             0.00
      3423 LEIBERT PULSE/TESTER UNIT                                             2,574.97           1,747.29           827.68
      3428 PULSE/BUMP TESTER-SCOPES,PROBES,& SOFTWARE                            3,364.11           2,282.79         1,081.32
      3434 PULSE/BUMP TESTER FOR DC FILMS                                        2,398.36           1,627.44           770.92
      4066 DIGITAL MU                                                              500.00             500.00             0.00
      4068 TEST OVEN                                                             1,051.00           1,051.00             0.00
      4078 POWERS SUPPLY                                                         1,635.00           1,635.00             0.00
      4088 NETWORK ANALYZER                                                     21,781.75          21,781.75             0.00
      4151 HIGH VOLT PROBE                                                       2,350.00           2,350.00             0.00
      4157 BMI POWER SYS ANALYZER                                               10,142.87          10,142.87             0.00
      4171 HIGH FREQUENCY TEST                                                   2,840.73           2,840.73             0.00
      4180 HIGH FREQUENCY TEST                                                   5,980.91           5,980.91             0.00
      4390 USED EQUIP FROM MRA                                                   5,206.00           5,206.00             0.00
      4403 ENGINEERING LAB                                                      47,683.33          39,168.47         8,514.86
      4406 HYBRID AL ELECTROLYTIC TEST EQUIP                                     7,495.40           5,086.16         2,409.24
      4408 ELECTROLYTIC TEST CIRCUIT                                             3,459.28           2,347.35         1,111.93
      5136 HI POT TESTER                                                         1,247.00           1,247.00             0.00
      2031 FURNITURE                                                             1,357.00           1,357.00             0.00
      4069 STORAGE                                                                 171.00             171.00             0.00
      4070 STORAGE                                                                 171.00             171.00             0.00
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                                                   <C>                <C>                  <C>
      4072 MOVABLE                                                               1,180.00           1,180.00             0.00
      2075 PAPER CUTTER                                                             14.00              14.00             0.00
      2087 PRINTER                                                                 151.00             151.00             0.00
      2114 BLUEPRINT                                                             1,749.00           1,749.00             0.00
      2117 TYPEWRITER                                                              597.00             597.00             0.00
      2135 EYE WASH STATION                                                        580.00             580.00             0.00
      2365 ENG BLUEPRINT MACH                                                    2,295.00           2,295.00             0.00
      2178 PRODUCT SP                                                            8,831.00           8,831.00             0.00
      2186 ENG COMPUTER                                                         15,344.00          15,344.00             0.00
      2374 ENG CAD SYSTEM                                                       25,772.00          25,772.00             0.00
      2375 LAB COMPUTER                                                          1,897.00           1,897.00             0.00
      2497 SPC SOFTWARE                                                          1,375.00           1,375.00             0.00
      2611 CAD SYSTEM HARD DRIVE                                                 4,723.00           4,723.00             0.00
      2641 ECAD                                                                 78,690.00          78,690.00             0.00
      2648 ECAD                                                                  7,050.00           7,050.00             0.00
      2650 CAD SYSTEM UPGRADE                                                    1,149.75           1,149.75             0.00
      2700 SOFTWARE ECAD                                                         1,201.00           1,201.00             0.00
      2701 ECAD SOFTWARE                                                         1,118.00           1,118.00             0.00
      2750 ECAD UPGRADE                                                         26,710.40          26,710.40             0.00
      2843 ECAD                                                                  9,685.20           9,685.20             0.00
      2846 ECAD PHASE 11B                                                          339.00             339.00             0.00
      2949 ECAD/ST AUDIT                                                           510.66             510.66             0.00
      3047 ECAD BACKUP                                                           2,042.20           2,042.20             0.00
      3101 AUTOCAD EXPANSION INTO MFG ENG/POWER FACTOR                          20,694.47          10,692.13        10,002.34
      3124 LAB AUTOMATION/TEST DATA DOWNLOAD AND STORAGE SYSTEM-CCIS COMPUT      4,992.75           4,992.75             0.00
      3134 PC PROD ENG                                                           1,049.99           1,049.99             0.00
      3136 PC                                                                    2,050.65           2,050.65             0.00
      3157 AUTO CAD PLOTTER                                                      5,595.00           5,595.00             0.00
      3181 PC - UPGRADE                                                          2,513.90           2,513.90             0.00
      3185 ECAD IMPLEMENT 4 TRACKS,MISC & COMMUNICATIONS UPGRADE                20,682.00          20,682.00             0.00
      3195 AUTOCAD EXPANSION                                                    20,532.92          20,532.92             0.00
      3385 PC FOR PRODUCT ENGINEERING                                            3,519.93           3,519.93             0.00
      3417 GATEWAY COMPUTER W/AUTOCAD SOFTWARE GG200                             3,478.00           3,478.00             0.00
      3418 GATEWAY COMPUTER P133                                                 1,718.50           1,718.50             0.00
      3419 GATEWAY COMPUTER P133                                                 1,718.50           1,718.50             0.00
      3427 AUTOCAD SOFTWARE                                                      8,075.00           8,075.00             0.00
      3438 GATEWAY 200-ENG SOFTWARE                                              5,507.58           5,507.58             0.00
      4073 PERSONAL COMPUTER                                                     3,650.00           3,650.00             0.00
      4074 PC                                                                    4,107.00           4,107.00             0.00
      4090 CAD SYSTEM UPGRADE                                                   18,900.00          18,900.00             0.00
      4398 PC FOR ENGINEERING                                                   17,796.23          17,796.23             0.00
      2243 CAVITY MOLD                                                          13,333.00          13,333.00             0.00
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                                                  <C>                <C>                   <C>
      2244 CAVITY MOLD                                                          13,333.00          13,333.00             0.00
      2257 TOOLING RE                                                            4,900.00           4,900.00             0.00
      2258 TOOLING                                                              14,674.00          14,674.00             0.00
      2261 UL 810 PRO                                                            2,950.00           2,950.00             0.00
      2264 UL 810 DRY                                                            6,193.00           6,193.00             0.00
      2265 NEW AEROMETER                                                         1,528.00           1,528.00             0.00
      2268 UL 810                                                                2,775.00           2,775.00             0.00
      2269 STUD BUSHING                                                          2,700.00           2,700.00             0.00
      2380 LVPF OUTDOOR LIGHTS                                                   3,292.00           3,292.00             0.00
      2529 CONCENTRIC CUPS                                                      11,800.00          11,800.00             0.00
      2555 OVAL END CAPS                                                         9,143.00           9,143.00             0.00
      4076 TOOLING                                                               4,566.00           4,566.00             0.00
      4385 EXHIBIT BOOTH PURCHASE                                                5,774.81           5,568.55           206.26
      2740 COMPANY VAN                                                          15,188.75          15,188.75             0.00
      4184 AUTO QUOTE SYSTEM                                                    30,600.00          30,600.00             0.00
      4185 SALES FORECAST SYSTEM                                                31,126.21          31,126.21             0.00
      4186 AUTO QUOTE SYSTEM                                                     1,045.20           1,045.20             0.00
      4187 SALES FORECAST SYSTEM                                                   652.62             652.62             0.00
      4345 FORECAST PHASE II                                                     5,728.04           5,728.04             0.00
      4346 486SX PC                                                              1,400.00           1,400.00             0.00
      4347 APPLE MAC CLASSIC I                                                   3,095.08           3,095.08             0.00
      4349 SOFTWARE QUOTING SYS                                                 27,827.80          27,827.80             0.00
      4350 QUOTINGS SYS HARDWARE                                                 1,600.00           1,600.00             0.00
      4354 SALES FORECAST/ST AUDIT                                                  13.17              13.17             0.00
      4370 PC-SALES MANAGER                                                      2,322.70           2,322.70             0.00
      4373 LASER PRINTER                                                         5,325.85           5,325.85             0.00
      4375 NOTEBOOK COMPUTERS                                                   10,902.92          10,902.92             0.00
      4376 LASER PRINTER                                                         2,906.75           2,906.75             0.00
      4397 PC FOR SALES AND MARKETING                                            2,340.45           2,340.45             0.00
      4410 LAPTOP PC                                                             2,852.45           2,852.45             0.00
      4412 LAPTOP PC                                                             2,852.45           2,852.45             0.00
      2016 DISPLAY BOOTH                                                        10,742.00          10,742.00             0.00
      2023 FURNITURE                                                             2,118.00           2,118.00             0.00
      2024 FURNITURE                                                               770.00             770.00             0.00
      2030 FURNITURE                                                             1,014.00           1,014.00             0.00
      2033 FURNITURE                                                             1,806.00           1,806.00             0.00
      2063 DISPLAYWRITER                                                         6,268.00           6,268.00             0.00
      2080 TYPEWRITER                                                              304.00             304.00             0.00
      2099 DEJUR DICT                                                              708.00             708.00             0.00
      2103 IBM TYPEWRITER                                                          760.00             760.00             0.00
      2116 3M LETTER                                                               631.00             631.00             0.00
      2128 PRODUCTION                                                           12,521.00          12,521.00             0.00
      2366 REWORK TRADE BOOTH                                                    1,372.00           1,372.00             0.00
</TABLE>

<PAGE>

<TABLE>
<S>         <C>                                                                 <C>                <C>                  <C>
      2231 PRINTER                                                               1,050.00           1,050.00             0.00
      2232 PRINTER                                                               1,570.00           1,570.00             0.00
      2459 MARKETING PC                                                          2,654.00           2,654.00             0.00
      2464 PC LAPTOP COMPUTER                                                    1,980.00           1,980.00             0.00
      2630 AUTO QUOTATION SYS                                                    2,250.00           2,250.00             0.00
      2704 EMERSON MICRO COMPUTER                                                  900.00             900.00             0.00
      2706 PANASONIC PRINTER                                                       150.00             150.00             0.00
      2945 COMPUTER PROGRAM                                                      2,778.80           2,778.80             0.00
      3044 PCS CUST SERVICE                                                      7,436.58           7,436.58             0.00
      3133 PC HARDWARE/SOFTWARE - UPGRADE CUSTOMER QUOTATION                     3,393.93           3,393.93             0.00
      3141 PC - HARDWARE/SOFTWARE                                                1,049.99           1,049.99             0.00
      3193 PC-CUSTOMER SERVICE                                                   2,463.49           2,463.49             0.00
      3305 IBM 360CS THINKPAD PC                                                 2,132.59           2,132.59             0.00
      3306 PANASONIC KX-P4400 PRINTER                                              350.00             350.00             0.00
      3307 PCMCIA IRMA BOARD                                                       505.00             505.00             0.00
      3421 MAC-PAC LAN ACCESS S5-133 LAPTOP GATEWAY                              4,752.50           4,752.50             0.00
      4179 QUOTE PREP COMPUTERS                                                 12,973.27          12,973.27             0.00
      4995 COMPUTER EQUIPMENT W/ACCESSORIES                                     11,478.28          11,478.28             0.00
      5171 POWER WARE PLUS                                                      14,079.00           2,111.85        11,967.15
      4193 COMPRESSOR                                                              550.00             550.00             0.00
      4194 COMPRESSOR                                                              690.00             690.00             0.00
      4195 10 TON COMPRESSOR                                                       857.00             857.00             0.00
      4196 10 TON COMPRESSOR                                                       815.00             815.00             0.00
      4197 1301 PROTE                                                            6,867.00           6,867.00             0.00
      4198 ELECTRICAL                                                            3,500.00           3,500.00             0.00
      4199 FURNITURE                                                            34,500.00          34,500.00             0.00
      4200 TAPE STORAGE                                                          1,461.00           1,461.00             0.00
      4201 13" SELECT                                                              600.00             600.00             0.00
      4202 MICROFILM                                                               900.00             900.00             0.00
      4203 SEPARATOR                                                                69.00              69.00             0.00
      4204 DOCUMENT                                                                545.00             545.00             0.00
      4205 TYPEWRITER                                                            2,984.00           2,984.00             0.00
      4206 DISKETTE                                                              1,675.00           1,675.00             0.00
      4207 DISKETTE                                                              1,675.00           1,675.00             0.00
      4208 DISPLAY STATEION                                                      3,815.00           3,815.00             0.00
      4209 DISPLAY STATION                                                       3,815.00           3,815.00             0.00
      4210 PRINTER                                                               3,874.00           3,874.00             0.00
      4389 REMOTE DIAL-UP CAPABILITY                                             1,821.90             390.41         1,431.49
      5108 SAYEMS PROJECTOR/COMPONENTS/MODEM                                     5,058.65           2,360.70         2,697.95
      3329 NETWORK SERVER                                                       24,909.90          24,909.90             0.00
      3330 HARDWARE CONNECTIONS                                                 10,000.00          10,000.00             0.00
      3331 TAPE DRIVE                                                            1,135.00           1,135.00             0.00
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                                                   <C>                <C>                <C>
      3332 MISC                                                                    181.05             181.05             0.00
      3374 LAPTOP PC                                                             1,260.00           1,260.00             0.00
      3375 LAPTOP PC                                                             1,260.00           1,260.00             0.00
      3376 P6300 LQ PRINTER                                                      1,048.22           1,048.22             0.00
      3377 LOTUS/WORDPROCESSOR                                                     777.00             777.00             0.00
      3378 LOTUS/WORDPROCESSOR                                                     777.00             777.00             0.00
      3396 ZEBRA BAR CODE PRINTER                                                3,786.55           3,786.55             0.00
      3461 GATEWAY PC                                                            1,741.00           1,741.00             0.00
      3462 GATEWAY PC                                                            1,741.00           1,264.31           476.69
      3463 GATEWAY PC                                                            1,741.00           1,741.00             0.00
      3464 GATEWAY PC                                                            1,741.00           1,741.00             0.00
      3465 GATEWAY PC                                                            1,741.00           1,741.00             0.00
      3466 GATEWAY PC                                                            1,741.00           1,741.00             0.00
      3467 GATEWAY PC                                                            1,741.00           1,741.00             0.00
      3468 GATEWAY PC                                                            1,741.00           1,741.00             0.00
      3469 GATEWAY PC                                                            1,741.00           1,741.00             0.00
      3470 GATEWAY PC                                                            1,741.00           1,741.00             0.00
      3471 GATEWAY PC                                                            1,750.00           1,750.00             0.00
      3472 GATEWAY PC                                                            1,750.00           1,750.00             0.00
      3473 GATEWAY PC                                                            1,750.00           1,750.00             0.00
      3474 GATEWAY PC                                                            1,750.00           1,750.00             0.00
      3475 GATEWAY PC                                                            1,750.00           1,750.00             0.00
      3476 GATEWAY PC                                                            1,750.00           1,750.00             0.00
      3477 GATEWAY PC                                                            1,750.00           1,750.00             0.00
      3478 GATEWAY PC                                                            1,750.00           1,750.00             0.00
      3479 GATEWAY PC                                                            1,826.00           1,826.00             0.00
      3480 GATEWAY PC                                                            1,826.00           1,826.00             0.00
      3481 GATEWAY PC                                                            1,826.00           1,826.00             0.00
      3482 GATEWAY PC                                                            1,826.00           1,826.00             0.00
      3483 GATEWAY PC                                                            1,237.50           1,237.50             0.00
      3484 GATEWAY PC                                                            1,237.50           1,237.50             0.00
      3485 GATEWAY PC                                                            1,237.50           1,237.50             0.00
      3486 GATEWAY PC                                                            1,237.50           1,237.50             0.00
      3487 GATEWAY PC                                                            1,237.50           1,237.50             0.00
      3488 GATEWAY PC                                                            1,237.50           1,237.50             0.00
      3489 GATEWAY PC                                                            1,237.50           1,237.50             0.00
      3490 GATEWAY PC                                                            1,237.50           1,237.50             0.00
      4189 MICRO COMPUTER                                                        2,825.90           2,825.90             0.00
      4191 UPS BATTERY REPL                                                      3,510.00           3,510.00             0.00
      4211 PC DISC DRIVE                                                         2,565.00           2,565.00             0.00
      4212 MONITOR                                                                 265.00             265.00             0.00
      4213 PRINTER                                                                 945.00             945.00             0.00
      4214 COMPUTER                                                              5,947.00           5,947.00             0.00
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                                 <C>                <C>                <C>
      4215 PRINTER                                               685.00             685.00             0.00
      4216 COMPUTER                                            3,260.00           3,260.00             0.00
      4217 SOFTWARE                                            1,352.00           1,352.00             0.00
      4218 IBM PC                                              9,339.00           9,339.00             0.00
      4219 PRINER                                                694.00             694.00             0.00
      4220 MOHAWK DATA                                         5,408.00           5,408.00             0.00
      4221 PCXT                                                4,146.00           4,146.00             0.00
      4222 PCXT                                                4,341.00           4,341.00             0.00
      4223 PRINTER                                               645.00             645.00             0.00
      4224 PRINTER                                               585.00             585.00             0.00
      4225 PRINTER                                               585.00             585.00             0.00
      4226 PC XT                                               3,822.00           3,822.00             0.00
      4227 AMDEX COLD                                            639.00             639.00             0.00
      4228 PRINTER                                               585.00             585.00             0.00
      4229 PC XT                                               4,525.00           4,525.00             0.00
      4230 PC XT                                               4,091.00           4,091.00             0.00
      4231 SOFTWARE                                              603.00             603.00             0.00
      4232 PRINTER                                             2,595.00           2,595.00             0.00
      4233 DEST KEY                                               29.00              29.00             0.00
      4234 DESK KEY                                               28.00              28.00             0.00
      4235 DESK KEY                                               28.00              28.00             0.00
      4236 DESK KEY                                               41.00              41.00             0.00
      4237 COMPUTER                                           86,100.00          86,100.00             0.00
      4238 CULLINANE                                         175,825.00         175,825.00             0.00
      4239 CULLINANE                                          95,600.00          95,600.00             0.00
      4240 COAXIAL CABLE                                       4,792.00           4,792.00             0.00
      4241 PAYROLL SYSTEM                                      3,054.00           3,054.00             0.00
      4242 GENERAL P                                           4,065.00           4,065.00             0.00
      4243 PERSONAL COMPUTER                                   5,493.00           5,493.00             0.00
      4244 SYNCSORT                                            3,900.00           3,900.00             0.00
      4245 DISC UTILITIES                                      3,816.00           3,816.00             0.00
      4246 VIDEO DISPLAY                                       1,385.00           1,385.00             0.00
      4247 VIDEO DISPLAY                                       1,385.00           1,385.00             0.00
      4248 VIDEO DISPLAY                                       1,385.00           1,385.00             0.00
      4249 VIDEO DISPLAY                                       1,385.00           1,385.00             0.00
      4250 VIDEO DISPLAY                                       1,385.00           1,385.00             0.00
      4251 VIDEO DISPLAY                                       1,385.00           1,385.00             0.00
      4252 VIDEO DISPLAY                                       1,385.00           1,385.00             0.00
      4253 VIDEO DISPLAY                                       1,385.00           1,385.00             0.00
      4254 VIDEO DISPLAY                                       1,385.00           1,385.00             0.00
      4255 VIDEO DISPLAY                                       1,385.00           1,385.00             0.00
      4256 VIDEO DISPLAY                                       1,385.00           1,385.00             0.00
      4257 VIDEO DISPLAY                                       1,385.00           1,385.00             0.00
</TABLE>

<PAGE>

<TABLE>
<S>         <C>                                          <C>                <C>                  <C>
      4258 VIDEO DISPLAY                                 1,385.00           1,385.00             0.00
      4259 VIDEO DISPLAY                                 1,385.00           1,385.00             0.00
      4260 VIDEO DISPLAY                                 1,385.00           1,385.00             0.00
      4261 VIDEO DISPLAY                                 1,385.00           1,385.00             0.00
      4262 VIDEO DISPLAY                                 1,385.00           1,385.00             0.00
      4263 VIDEO DISPLAY                                 1,385.00           1,385.00             0.00
      4264 VIDEO DISPLAY                                 1,385.00           1,385.00             0.00
      4265 VIDEO DISPLAY                                 1,385.00           1,385.00             0.00
      4266 VIDEO DISPLAY                                 1,385.00           1,385.00             0.00
      4267 VIDEO DISPLAY                                 1,385.00           1,385.00             0.00
      4268 IBM 4361 C                                   23,579.00          23,579.00             0.00
      4269 ININTERR SERVICE                             47,160.00          47,160.00             0.00
      4270 VIDEO DISPLAY                                 1,380.00           1,380.00             0.00
      4271 VIDEO DISPLAYICE                              1,381.00           1,381.00             0.00
      4272 VIDEO DISPLAYICE                              1,385.00           1,385.00             0.00
      4273 VIDEO DISPLAYICE                              1,385.00           1,385.00             0.00
      4274 VIDEO DISPLAYICE                              1,385.00           1,385.00             0.00
      4275 CNS PURCHASE                                 17,498.00          17,498.00             0.00
      4276 CRTS VIDEO                                   10,836.00          10,836.00             0.00
      4277 C0ST CONTRERVICE                             17,498.00          17,498.00             0.00
      4278 CIMS COST                                     8,460.00           8,460.00             0.00
      4279 PC                                            3,988.00           3,988.00             0.00
      4280 VIDEO DISPLAY                                 2,720.00           2,720.00             0.00
      4281 CULLINET                                     55,673.00          55,673.00             0.00
      4282 CIMS BOM SERVICE                              6,191.00           6,191.00             0.00
      4283 COMPUTER                                     18,592.00          18,592.00             0.00
      4284 CMS ENHANCEMENT                              22,168.00          22,168.00             0.00
      4285 DATA ENTRY                                    5,531.00           5,531.00             0.00
      4286 CONSULTING                                    6,572.00           6,572.00             0.00
      4287 CULLINET                                    168,000.00         168,000.00             0.00
      4288 DATA COMPUTER                                 1,526.00           1,462.42            63.58
      4289 LAP TOP COMPUTERS                             4,615.00           4,615.00             0.00
      4290 PC PLOTTER FACILITY                           2,120.00           2,120.00             0.00
      4291 UPGRADE PAYROLL SYSTEM                       42,756.00          42,756.00             0.00
      4292 MIS DP EQUIP                                  5,647.00           5,647.00             0.00
      4293 PRINTER (DIST)                                  400.00             400.00             0.00
      4294 DISPLAYWRITER(DIST)                             400.00             400.00             0.00
      4295 DISPLAYWRITER(DIST)                             400.00             400.00             0.00
      4296 DISPLAY WRITER (DIST)                           400.00             400.00             0.00
      4297 LAP TOP COMPUTERS                            61,925.00          61,925.00             0.00
      4298 APPLE DESK TOP                                8,352.00           8,352.00             0.00
      4299 CIMS STABIL & ENH                            18,775.00          18,775.00             0.00
      4300 LAP TOP COMPUTERS                             1,368.00           1,368.00             0.00
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                                         <C>                <C>                  <C>
      4301 UPGRADE PAYROLL SOFTWARE                                    3,566.00           3,566.00             0.00
      4302 BYPASS TRANSFORMER                                          2,200.00           2,200.00             0.00
      4318 PROG STOCK PURCH PLAN                                       9,500.00           9,500.00             0.00
      4319 PC'S                                                       15,243.50          15,243.50             0.00
      4358 COMPUTER UPGRADE                                            1,264.00           1,264.00             0.00
      4359 UPGRADE SUM OF OPTS SOFTWARE                               13,000.00          13,000.00             0.00
      4360 HISTORY REPORTS                                            11,685.00          11,685.00             0.00
      4366 401 CHANGEOVER                                              2,975.00           2,975.00             0.00
      4371 UPS BATTERY                                                 2,347.17           2,347.17             0.00
      4379 PC'S & PRINTERS                                            12,105.90          12,105.90             0.00
      4382 401K ADDL DEDUCT PROG MODIFICATIONS                         1,260.00           1,260.00             0.00
      4383 CONDATA ON LINE UPGRADE                                     7,875.00           7,875.00             0.00
      4384 SOFTWARE TEMPLATES                                          4,060.00           4,060.00             0.00
      4413 UPGRADE AS400 OPERATING SYSTEM                             11,584.67           7,861.01         3,723.66
      4414 GATEWAY S5-120 LAPTOP                                       2,653.00           2,653.00             0.00
      4415 GATEWAY P5-133                                              1,529.54           1,529.54             0.00
      4416 GATEWAY P5-133                                              1,529.54           1,529.54             0.00
      4417 GATEWAY P5-133                                              1,529.54           1,529.54             0.00
      4418 GATEWAY P5-133                                              1,529.54           1,529.54             0.00
      4419 GATEWAY P5-133                                              1,529.54           1,037.91           491.63
      4420 GATEWAY P5-133                                              1,529.54           1,529.54             0.00
      4422 GATEWY P5-200 MMX                                           4,303.38           4,303.38             0.00
      4423 GATEWAY P5-133 PC                                           2,792.00           2,792.00             0.00
      4424 GATEWAY P5-133 PC                                           2,792.00           2,792.00             0.00
      4425 GATEWAY P5-133 PC                                           2,792.00           2,792.00             0.00
      4426 GATEWAY P5-133 PC                                           3,661.00           3,661.00             0.00
      4427 HP DESKJET PRINTER                                            404.56             404.56             0.00
      4428 HP DESKJET PRINTER                                            404.56             404.56             0.00
      4429 HP DESKJET PRINTER                                            404.56             404.56             0.00
      4430 HP DESKJET PRINTER                                            404.56             404.56             0.00
      4431 GATEWAY P5-133 PC                                           2,211.35           2,211.35             0.00
      4432 GATEWAY P5-133                                              2,170.35           2,170.35             0.00
      4433 GATEWAY P5-133 MACPAC/LAN ACCESS                            2,170.35           2,170.35             0.00
      4434 GATEWAY P5-133 MACPAC/LAN ACCESS                            2,170.35           2,170.35             0.00
      4435 GATEWAY P5-133 MACPAC/LAN ACCESS                            2,170.35           2,170.35             0.00
      4436 GATEWAY P5-133 MACPAC/LAN ACCESS                            2,170.35           2,170.35             0.00
      4437 GATEWAY P5-133 MACPAC/LAN ACCESS                            2,170.35           2,170.35             0.00
      4438 GATEWAY P5-133 MACPAC/LAN ACCESS                            2,170.35           2,170.35             0.00
      4439 GATEWAY P5-133 MACPAC/LAN ACCESS                            2,170.35           2,170.35             0.00
      4440 GATEWAY P5-133 MACPAC/LAN ACCESS                            2,170.35           2,170.35             0.00
      4441 GATEWAY P5-133 MACPAC/LAN ACCESS                            2,170.35           2,170.35             0.00
      4442 GATEWAY P5-133 MACPAC/LAN ACCESS                            2,170.35           2,170.35             0.00
      4443 GATEWAY P5-133 MACPAC/LAN ACCESS                            2,170.35           2,170.35             0.00
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                                   <C>                <C>                  <C>
      4444 GATEWAY P5-133 MACPAC/LAN ACCESS                       2,170.35           2,170.35             0.00
      4446 LAN & VOICE/FAX CABLE EXPANSION                       56,246.17          53,433.85         2,812.32
      4447 GATEWAY G5-166                                         1,823.00           1,823.00             0.00
      4448 GATEWAY G5-166                                         1,823.00           1,823.00             0.00
      4449 GATEWAY G5-166                                         1,823.00           1,823.00             0.00
      4450 GATEWAY G5-166                                         1,823.00           1,823.00             0.00
      4451 GATEWAY G5-166                                         1,823.00           1,823.00             0.00
      4452 GATEWAY G5-166                                         1,823.00           1,823.00             0.00
      4453 GATEWAY G5-166                                         1,823.00           1,823.00             0.00
      4454 GATEWAY G5-166                                         1,823.00           1,823.00             0.00
      4455 GATEWAY G5-166                                         1,823.00           1,823.00             0.00
      4456 GATEWAY G5-166                                         1,823.00           1,823.00             0.00
      4457 GATEWAY G5-166                                         1,823.00           1,823.00             0.00
      4458 GATEWAY G5-166                                         2,317.00           2,317.00             0.00
      4459 GATEWAY G5-166                                         2,317.00           2,317.00             0.00
      4460 GATEWAY G5-166                                         2,317.00           2,317.00             0.00
      4461 GATEWAY G5-166                                         1,833.00           1,833.00             0.00
      4462 GATEWAY G5-166                                         1,833.00           1,833.00             0.00
      4463 GATEWAY G5-166                                         1,757.00           1,757.00             0.00
      4464 GATEWAY G5-166                                         1,757.00           1,757.00             0.00
      4465 GATEWAY G5-166                                         1,757.00           1,757.00             0.00
      4466 GATEWAY G5-166                                         1,757.00           1,757.00             0.00
      4467 GATEWAY G5-166                                         1,757.00           1,757.00             0.00
      4468 GATEWAY G5-166                                         1,757.00           1,757.00             0.00
      4469 GATEWAY G5-166                                         1,757.00           1,757.00             0.00
      4470 GATEWAY G5-166                                         1,757.00           1,757.00             0.00
      4471 GATEWAY G5-166                                         1,757.00           1,757.00             0.00
      4472 GATEWAY G5-166                                         1,757.00           1,757.00             0.00
      4473 GATEWAY G5-166                                         1,757.00           1,757.00             0.00
      4474 GATEWAY G5-166                                         1,757.00           1,757.00             0.00
      4475 GATEWAY G5-166                                         1,757.00           1,757.00             0.00
      4476 GATEWAY G5-166                                         1,757.00           1,757.00             0.00
      4477 GATEWAY G5-166                                         1,757.00           1,757.00             0.00
      4478 GATEWAY G5-166                                         1,757.00           1,757.00             0.00
      4479 GATEWAY G5-166                                         1,757.00           1,757.00             0.00
      4480 GATEWAY G5-166                                         1,757.00           1,757.00             0.00
      4481 GATEWAY G5-166                                         1,757.00           1,757.00             0.00
      4482 GATEWAY 2300 PENTIUM LAPTOP                            3,875.50           3,875.50             0.00
      4483 GATEWAY 2300 PENTIUM LAPTOP                            3,875.50           3,875.50             0.00
      4484 GATEWAY G5-166                                         1,997.00           1,997.00             0.00
      4485 GATEWAY G5-166                                         1,997.00           1,997.00             0.00
      4486 GATEWAY G5-166                                         1,773.00           1,773.00             0.00
      4488 GATEWAY P5-133                                         1,658.00           1,658.00             0.00
</TABLE>

<PAGE>

<TABLE>
<S>         <C>                                                               <C>                <C>                  <C>
      4489 GATEWAY G5-166                                                        1,798.00           1,798.00             0.00
      4490 GATEWAY G5-166                                                        1,798.00           1,798.00             0.00
      4495 PRMS COMPUTER CONSULTING                                            282,012.00         282,012.00             0.00
      5076 GATEWAY 2000 PC                                                         871.88             678.13           193.75
      5077 GATEWAY 2000 PC                                                         871.88             678.13           193.75
      5078 GATEWAY 2000 PC                                                         871.88             678.13           193.75
      5079 GATEWAY 2000 PC                                                         871.88             678.13           193.75
      5080 GATEWAY 2000                                                          1,134.00             882.00           252.00
      5081 COMPAQ LAPTOP COMPUTER                                                3,355.80           2,610.06           745.74
      5082 MICROSMART COMPUTER                                                   1,697.00           1,319.89           377.11
      5083 MICROSMART COMPUTER                                                   1,697.00           1,319.89           377.11
      5084 MICROSMART COMPUTER                                                   1,697.00           1,319.89           377.11
      5085 MICROSMART COMPUTER                                                   1,697.00           1,319.89           377.11
      5086 GATEWAY 2000 PC                                                         789.26             613.87           175.39
      5087 GATEWAY 2000 PC                                                         789.26             613.87           175.39
      5088 GATEWAY 2000 PC                                                         789.26             613.87           175.39
      5089 GATEWAY 2000 PC                                                         789.26             613.87           175.39
      5090 GATEWAY 2000 PC                                                         789.26             613.87           175.39
      5091 GATEWAY 2000 PC                                                       1,162.56             904.21           258.35
      5092 GATEWAY 2000 PC                                                       1,162.56             904.21           258.35
      5093 GATEWAY 2000 PC                                                       1,162.56             904.21           258.35
      5094 GATEWAY 2000 PC                                                       1,162.56             904.21           258.35
      5095 GATEWAY 2000 PC                                                       1,162.56             904.21           258.35
      5096 MICROSMART PC                                                           781.43             607.78           173.65
      5097 MICROSMART PC                                                           781.43             607.78           173.65
      5098 MICROSMART PC                                                           781.43             607.78           173.65
      5099 MICROSMART PC                                                           781.43             607.78           173.65
      5100 MICROSMART PC                                                           781.43             607.78           173.65
      5101 MICROSMART PC                                                           781.43             607.78           173.65
      5102 MICROSMART PC                                                           781.43             607.78           173.65
      5103 DELL COMPUTER                                                         3,692.00           2,871.56           820.44
      5105 DELL COMPUTER                                                         2,782.59           2,164.24           618.35
      5106 LAPTOP (T. MILLER TRANSFERRED TO C. LUCERO)                           2,699.00           2,099.22           599.78
      5107 TOSHIBA LAPTOP (J TEMPLER)                                              833.46             648.24           185.22
      5124 Computers                                                             8,135.00           6,327.22         1,807.78
      5201 IBM NETFINITY SERVER                                                  8,834.00           4,171.61         4,662.39
      5202 LOTUS NOTES UPGRADE                                                   3,380.00           1,596.11         1,783.89
      5206 CONSULTING CONTRACT SERVICES FOR WIDE AREA NETWORK                  128,765.88          60,806.11        67,959.77
      5207 CISCO ROUTER 3640                                                     9,654.93           4,559.27         5,095.66
      5208 CISCO ROUTER 2610-HUNTSVILLE                                          2,160.90           1,020.42         1,140.48
      5209 CISCO ROUTER 2610-EL PASO                                             2,164.39           1,022.06         1,142.33
      5210 CISCO ROUTER 2610-JUAREZ                                              4,418.49           2,086.50         2,331.99
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                                                 <C>                <C>              <C>
      5211 CISCO ROUTER 2610-MEXICO CITY                                         5,086.45           2,401.93         2,684.52
      5212 CISCO ROUTER 2610-UK                                                  4,780.00           2,257.22         2,522.78
      5213 LOTUS NOTES / DOMINO - NEW BEDFORD                                   12,500.00           5,902.78         6,597.22
      5214 LAPTOP-DIANA LANE                                                     1,357.06             640.82           716.24
      5215 LAPTOP-MARY ANN JABLONSKI                                             1,357.06             640.82           716.24
      5216 LAPTOP-MIKE ROACH                                                     1,357.06             640.82           716.24
      5217 LAPTOP-JACK MANLEY                                                    1,357.06             640.82           716.24
      5218 LAPTOP-BOB BYARD                                                      1,357.06             640.82           716.24
      5219 SERVER-DAVE WISSWASSER                                                1,357.06             640.82           716.24
      5220 INTEL CERLERON PROCESSOR 566MHZ W/128 CACHE FOR LABVIEW HARDWARE      1,497.47             703.24           794.23
      5221 INTEL CERLERON PROCESSOR 566MHZ W/128 CACHE FOR LABVIEW HARDWARE      1,497.47             703.24           794.23
      5222 INTEL CERLERON PROCESSOR 566MHZ W/128 CACHE FOR LABVIEW HARDWARE      1,497.47             703.24           794.23
      5223 INTEL CERLERON PROCESSOR 566MHZ W/128 CACHE FOR LABVIEW HARDWARE      1,497.47             703.24           794.23
      5224 INTEL CERLERON PROCESSOR 566MHZ W/128 CACHE FOR LABVIEW HARDWARE      1,497.47             703.24           794.23
      5225 INTEL CERLERON PROCESSOR 566MHZ W/128 CACHE FOR LABVIEW HARDWARE      1,497.47             703.24           794.23
      5226 INTEL CERLERON PROCESSOR 566MHZ W/128 CACHE FOR LABVIEW HARDWARE      1,497.47             703.24           794.23
      5227 INTEL CERLERON PROCESSOR 566MHZ W/128 CACHE FOR LABVIEW HARDWARE      1,497.47             703.24           794.23
      5228 INTEL CERLERON PROCESSOR 566MHZ W/128 CACHE FOR LABVIEW HARDWARE      1,497.47             703.24           794.23
      5229 INTEL CERLERON PROCESSOR 566MHZ W/128 CACHE FOR LABVIEW HARDWARE      1,497.47             703.24           794.23
      5230 INTEL CERLERON PROCESSOR 566MHZ W/128 CACHE FOR LABVIEW HARDWARE      1,497.47             703.24           794.23
      5231 INTEL CERLERON PROCESSOR 566MHZ W/128 CACHE FOR LABVIEW HARDWARE      1,497.47             703.24           794.23
      5232 INTEL CERLERON PROCESSOR 566MHZ W/128 CACHE FOR LABVIEW HARDWARE      1,497.47             703.24           794.23
      5233 INTEL CERLERON PROCESSOR 566MHZ W/128 CACHE FOR LABVIEW HARDWARE      1,497.47             703.24           794.23
      5234 INTEL CERLERON PROCESSOR 566MHZ W/128 CACHE FOR LABVIEW HARDWARE      1,497.47             703.24           794.23
      5235 INTEL CERLERON PROCESSOR 566MHZ W/128 CACHE FOR LABVIEW HARDWARE      1,497.47             703.24           794.23
      5236 INTEL CERLERON PROCESSOR 566MHZ W/128 CACHE FOR LABVIEW HARDWARE      1,497.47             703.24           794.23
      5237 INTEL CERLERON PROCESSOR 566MHZ W/128 CACHE FOR LABVIEW HARDWARE      1,497.47             703.24           794.23
      5238 INTEL CERLERON PROCESSOR 566MHZ W/128 CACHE FOR LABVIEW HARDWARE      1,497.47             703.24           794.23
      5239 INTEL CERLERON PROCESSOR 566MHZ W/128 CACHE FOR LABVIEW HARDWARE      1,497.47             703.24           794.23
      5240 INTEL CERLERON PROCESSOR 566MHZ W/128 CACHE FOR LABVIEW HARDWARE      1,497.47             703.24           794.23
      5241 INTEL CERLERON PROCESSOR 566MHZ W/128 CACHE FOR LABVIEW HARDWARE      1,497.47             703.24           794.23
      5274 SERVER-PAULA JONES                                                    1,357.06             640.82           716.24
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                                                  <C>                <C>              <C>
      5386 NEW BRIDGE MUX                                                        6,660.00           2,960.00         3,700.00
      5387 NEW BRIDGE CHANNEL BANK                                               7,634.00           3,392.89         4,241.11
      5400 INTEL CERLERON PROCESSOR 566MHZ W/128 CACHE FOR LABVIEW HARDWARE      2,310.00           1,882.22           427.78
      5410 SOFTWARE FOR Y2K MAINSAVER UPGRADE                                   22,896.50          10,176.22        12,720.28
      5411 ECAD SW/HW UPGRADE Y2K                                                4,559.19           2,026.31         2,532.88
      2098 CALCULATOR                                                              625.00             625.00             0.00
      2703 EMERSON MICRO COMPUTER                                                  899.98             899.98             0.00
      2048 BINDING EQUIP                                                             6.00               6.00             0.00
      2059 DITTO MACH                                                               35.00              35.00             0.00
      2064 DISPLAYWRITER                                                         6,268.00           6,268.00             0.00
      2066 TIME CLOCK                                                               48.00              48.00             0.00
      2069 TIME CLOCK                                                              251.00             251.00             0.00
      2070 TIME CLOCK                                                               94.00              94.00             0.00
      2081 ADDING MACH                                                              59.00              59.00             0.00
      2084 CLOCK                                                                    48.00              48.00             0.00
      2086 CLOCKS                                                                   48.00              48.00             0.00
      2089 CALCULATOR                                                              500.00             500.00             0.00
      2092 NONROE ELE                                                              258.00             258.00             0.00
      2109 CHECK SIGNER                                                            850.00             850.00             0.00
      2136 ELECTRIC T                                                              893.00             893.00             0.00
      4393 SHREDDER                                                              1,363.95           1,120.39           243.56
      2157 WORD PROCESSOR                                                        5,936.00           5,936.00             0.00
      2180 IBM PC                                                                4,512.00           4,512.00             0.00
      2184 PC                                                                    9,070.00           9,070.00             0.00
      2229 HARDCARD                                                              1,995.00           1,995.00             0.00
      2480 PC                                                                    2,568.00           2,568.00             0.00
      2705 PANASONIC PRINTER                                                       150.00             150.00             0.00
      2782 EMERSON PC                                                              573.60             573.60             0.00
      2783 EMERSON PC                                                              573.60             573.60             0.00
      2784 EMERSON PC                                                              573.60             573.60             0.00
      2785 EMERSON PC                                                              573.60             573.60             0.00
      2786 EMERSON PC                                                              573.60             573.60             0.00
      2787 EMERSON PC                                                              573.60             573.60             0.00
      2788 EMERSON PC                                                              573.60             573.60             0.00
      2789 EMERSON PC                                                              573.60             573.60             0.00
      2790 EMERSON PC                                                              573.60             573.60             0.00
      2791 EMERSON PC                                                              573.60             573.60             0.00
      2792 EPSON PRINTER                                                           503.00             503.00             0.00
      2793 EPSON PRINTER FX1050                                                    503.50             503.50             0.00
      3137 PC W. HARDWARE                                                        2,117.12           2,117.12             0.00
      3139 PC -MIS                                                               1,806.49           1,806.49             0.00
      3197 PC - ACCOUNTING                                                       3,091.28           3,091.28             0.00
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                                                  <C>                <C>                  <C>
      3265 GATEWAY 2000 PC                                                       2,168.00           2,168.00             0.00
      4126 EMERSON PC W/SOFTWARE                                                 1,825.17           1,825.17             0.00
      4127 EMERSON PC W/SOFTWARE                                                 1,825.17           1,825.17             0.00
      4128 EMERSON PC W/SOFTWARE                                                 1,825.17           1,825.17             0.00
      4129 EMERSON PC W/SOFTWARE                                                 1,825.17           1,825.17             0.00
      4130 EMERSON PC W/SOFTWARE                                                 1,825.17           1,825.17             0.00
      4131 EMERSON PC W/SOFTWARE                                                 1,825.17           1,825.17             0.00
      4132 EMERSON PC W/SOFTWARE                                                 1,825.17           1,825.17             0.00
      4133 EMERSON PC W/SOFTWARE                                                 1,825.17           1,825.17             0.00
      4134 EMERSON PC W/SOFTWARE                                                 1,825.17           1,825.17             0.00
      4135 EMERSON PC W/SOFTWARE                                                 1,825.17           1,825.17             0.00
      4136 EMERSON PC                                                            1,536.42           1,536.42             0.00
      4137 EPSON FX1050 PRINTER                                                    486.93             486.93             0.00
      4138 EPSON FX1050 PRINTER                                                    486.93             486.93             0.00
      4139 EPSON FX1050 PRINTER                                                    486.93             486.93             0.00
      4140 EPSON FX1050 PRINTER                                                    486.93             486.93             0.00
      4141 EPSON FX1050 PRINTER                                                    486.93             486.93             0.00
      4142 EPSON FX1050 PRINTER                                                    486.93             486.93             0.00
      4143 EPSON FX1050 PRINTER                                                    486.93             486.93             0.00
      4144 EPSON FX1050 PRINTER                                                    486.93             486.93             0.00
      4145 EPSON FX1050 PRINTER                                                    486.93             486.93             0.00
      4146 EPSON FX1050 PRINTER                                                    486.93             486.93             0.00
      4147 EPSON FX1050 PRINTER                                                    486.93             486.93             0.00
      4148 EPSON FX1050 PRINTER                                                    486.93             486.93             0.00
      4149 LAPTOP COMPUTER/MODEM                                                 1,575.80           1,575.80             0.00
      4351 386SX PC                                                                900.00             900.00             0.00
      4352 NEC 6300 PRINTER                                                        798.44             798.44             0.00
      4364 PC FAS1000                                                            3,518.30           3,518.30             0.00
      4372 AERO M AP/AR                                                         12,997.47          12,997.47             0.00
      4386 STOCK OPTION SOFTWARE                                                 5,000.00           5,000.00             0.00
      4399 UPS FOR ACCOUNTING PERIPHERAL COMPUTER EQUIPMENT                      2,041.56           2,041.56             0.00
      4400 ACCOUNTING PC                                                         2,791.88           2,791.88             0.00
      4407 UPS FOR ACCTG PERIPHERAL COMP EQUIP                                   1,374.54           1,374.54             0.00
      5727 OFFICE AREA C WORK STATIONS                                           4,100.00             536.91         3,563.09
      4321 FURNITURE                                                             7,274.00           7,274.00             0.00
      4322 FURNITURE                                                             7,971.00           7,971.00             0.00
      4337 FURNITURE                                                             2,255.00           2,255.00             0.00
      5177 CHAIR STONE                                                           2,016.00             302.40         1,713.60
      5178 SLED BASE CHAIR                                                       2,488.20             373.23         2,114.97
      5180 REFINISH FILE CABINETS                                                6,348.00             952.20         5,395.80
      5182 MISC FURNITURE FOR NEW OFFICE                                         1,906.77             286.02         1,620.75
      5185 CHAIRMATS/DRYBOARDS/END TABLES                                        5,450.90             817.63         4,633.27
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                                                  <C>                  <C>            <C>
      5190 CHAIRS                                                                1,782.00             267.30         1,514.70
      5647 FREESTANDING PED BOX/BOX/FILE                                         7,587.99             379.40         7,208.59
      5746 DC SPRAY BOOTH                                                        6,309.93             578.41         5,731.52
      2658 XEROX COPIER                                                          4,894.05           4,894.05             0.00
      4021 COPIER MACH                                                           8,512.00           8,512.00             0.00
      4173 PANAFAX MACHINE                                                       1,102.50           1,102.50             0.00
      4192 MAIL MACHINE                                                          1,950.00           1,950.00             0.00
      4323 DISPLAYWRITER                                                         6,272.00           6,272.00             0.00
      4324 DISPLAYWRITER                                                         6,268.00           6,268.00             0.00
      4325 RECORDER                                                                 58.00              58.00             0.00
      4326 GRAY MAGN                                                               211.00             211.00             0.00
      4327 OFFSET PRINTER                                                        1,655.00           1,655.00             0.00
      4328 CALCULATOR                                                              260.00             260.00             0.00
      4329 TYPEWRITER                                                              535.00             535.00             0.00
      4330 TYPEWRITER                                                              837.00             837.00             0.00
      4331 TYTEWRITER                                                              836.00             836.00             0.00
      4332 VHS EDIT                                                              5,881.00           5,881.00             0.00
      4333 EXTEL COM                                                             2,292.00           2,292.00             0.00
      4334 CELLULAR PHONES                                                       3,403.00           3,403.00             0.00
      4335 PANAFAX FACIMILE                                                      1,505.00           1,505.00             0.00
      4336 POWER LINE MONITOR                                                    2,620.00           2,620.00             0.00
      4339 FACIMILE MACH                                                         2,030.00           2,030.00             0.00
      4369 OFFICES & SEC STATIONS                                                3,596.73           1,798.37         1,798.36
      4381 TELEPHONE COMMUNICATIONS/FOUR DIGET EXTENSIONS                       40,386.02          14,423.58        25,962.44
      4387 UPS TELEPHONE SWITCH                                                  1,597.05             342.23         1,254.82
      4388 OFFICE EQUIPMENT                                                      1,149.75           1,108.69            41.06
      4391 OFFICE EQUIPMENT                                                      3,091.18           3,091.18             0.00
      4394 PANAFAX FAX MACHINE                                                   1,989.75           1,634.44           355.31
      5640 OFFICE CUBICLES                                                     161,981.08          30,853.55       131,127.53
      4492 95 MERCURY VILLAGER                                                  12,611.40           9,458.55         3,152.85
      3046 PORTABLE BACKUP EQUIP                                                 6,309.45           6,309.45             0.00
      3063 PC UPGRADES/REPLACEMENTS                                              6,308.77           6,308.77             0.00
      3284 PORTABLE GATEWAY PC                                                   3,548.00           3,548.00             0.00
      3286 GATEWAY WITH LAPTOP MODEM                                             3,553.20           3,553.20             0.00
      3287 NETSCAPE SOFTWARE                                                        58.22              58.22             0.00
      3342 PC FOR VP OPERATIONS SECRETARY                                        3,246.60           3,246.60             0.00
      4019 EDI SOFTWARE                                                          2,509.73           2,509.73             0.00
      4022 MICRO COMPUTER                                                        5,480.85           5,480.85             0.00
      4166 MICRO COMP/ST AUDIT                                                      63.48              63.48             0.00
      4168 EDI SOFTWARE/ST AUDIT                                                   134.93             134.93             0.00
      4190 WORKMENS COMP PC                                                      1,648.44           1,648.44             0.00
      4357 COMPUTER UPGRADE                                                     10,465.00          10,465.00             0.00
</TABLE>

<PAGE>

<TABLE>
<S>        <C>                                     <C>                <C>                   <C>
      4361 MICRO COMPUTER                          10,451.36          10,451.36             0.00
      4368 PC -HUMAN RESOURCES                      1,792.74           1,792.74             0.00
      4377 LASER PRINTER                            1,780.98           1,780.98             0.00
      4401 PC FOR CFO                               3,193.37           3,193.37             0.00
      5044 FAST FAX/PLUS                            6,498.00           5,054.00         1,444.00
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.6
<SEQUENCE>8
<FILENAME>dex26.txt
<DESCRIPTION>ASSUMED CONTRACTS
<TEXT>
<PAGE>

                                                                     Exhibit 2.6
                                                                    Schedule 2.3

                             Schedule 2.3 (Amended)
                                Assumed Contracts

1.   Collective bargaining agreement with the International Brotherhood of
     Electrical Workers, Local 1499, dated April 16, 2001.

2.   Use and occupancy rights as a tenant at will with respect to the warehouse
     facility located at Pro Trans, 1721 Addison Street, El Paso, Texas, in a
     month to month tenancy.

3.   Natural Gas Sale Agreement dated November 21, 2001 between Metromedia
     Energy, Inc. and Aerovox, Inc.

4.   Service Provider Agreement dated April 20, 2000 between AT&T Global Network
     Services, LLC and Aerovox, Inc.

5.   On-Net Service Agreement for telecommunication services, dated March 13,
     2001 between MCI Worldcom Communications, Inc. and Aerovox, Inc.

6.   Purchase/Service Agreement dated May 26, 2000 between Lucent Technologies,
     Inc. and Aerovox, Inc.

7.   Order Form dated November 8, 1996 and addendum, Order Form dated August 15,
     2000 and addendum, and the Settlement and Release Agreement, between
     Computer Associates International, Inc. and Aerovox, Inc.

8.   Disposal service contract dated July 10, 2000 between ABC Disposal Service
     and Aerovox, Inc

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.7
<SEQUENCE>9
<FILENAME>dex27.txt
<DESCRIPTION>INVENTORY
<TEXT>
<PAGE>

                                                                     Exhibit 2.7
                                                                    Schedule 2.6

   AEROVOX INC.
FILM & FILTERS ONLY
   NEW BEDFORD &
JUAREZ 2 & FILTERS
    INVENTORY
  BREAKDOWN BY
  LOCATION AS OF
     2/23/02

                            NEW           JUAREZ 2      FILM & FILTERS
                          BEDFORD         & FILTERS         TOTAL
                        -------------------------------------------------

        RAW MATERIALS         $1,633          $  776             $2,409

                  WIP         $  701          $  520             $1,221

       FINISHED GOODS         $1,228          $1,526             $2,754

          CONSIGNMENT         $  919          $  165             $1,084
                        -------------------------------------------------

          TOTAL GROSS         $4,481          $2,987             $7,468
            INVENTORY

             RESERVES          ($447)         $    0              ($447)
                        -------------------------------------------------

        NET INVENTORY         $4,034          $2,987             $7,021
                        =================================================

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.8
<SEQUENCE>10
<FILENAME>dex28.txt
<DESCRIPTION>LABOR RELATIONS
<TEXT>
<PAGE>

                                                                     Exhibit 2.8
                                                                    Schedule 4.6

                          EMPLOYEE AND LABOR RELATIONS

A meeting between an arbitrator, the Company and several pump room operators who
were laid off effective January 15, 2001 was scheduled for May 31, 2001. After a
number of delays, both parties met with the arbitrator on March 18, 2002 to
establish the subject and ground rules of an arbitration yet to be scheduled.
Both sides are preparing and submitting briefs to the Arbitrator by May 3, 2002.
Issue at hand: The November 2001 grievance pertains to bargaining unit work
being performed by non bargaining unit employees, not the elimination and lay
off of the pump room operator positions. The time period has passed for the
grievance to be written on the lay off of the four pump room operators.

There has been no union organizing attempts in non union facilities since June
1998 when the IBEW Local #1499 attempted to organize the New Bedford workforce.
The unionizing attempts were solidly defeated and no other attempts to organize
the workforce has been made.

Former Union: IUOF#877. Represented the boiler room operators for the old
building. When the company moved to 167 John Vertente Blvd. the boiler room
positions were no longer needed. The remaining two workers received severance
packages effective February 16, 2001.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.9
<SEQUENCE>11
<FILENAME>dex29.txt
<DESCRIPTION>INVENTORY LOCATIONS
<TEXT>
<PAGE>

                                                                     Exhibit 2.9
                                                                   Schedule 4.12

- --------------------------------------------------------------------------------
                       AEROVOX
                   U.S. OPERATIONS
- --------------------------------------------------------------------------------
                 INVENTORY LOCATIONS
- --------------------------------------------------------------------------------
         FOR FILM & FILTERS
             PRODUCTS
- --------------------------------------------------------------------------------

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

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

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

- --------------------------------------------------------------------------------
     WHSE #                                      LOCATION
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
             New Bedford                   167 John Vertente Blvd.
- --------------------------------------------------------------------------------
                                           New Bedford, MA 02745
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
             Huntsville                    2615 Memorial Parkway
- --------------------------------------------------------------------------------
                                           Huntsville, AL 35801
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
             El Paso                       Pro Trans
- --------------------------------------------------------------------------------
                                           1721 Addison St
- --------------------------------------------------------------------------------
                                           El Paso, TX 79927
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
             Juarez                        Aerovox de Mexico
- --------------------------------------------------------------------------------
                                           Ave. Parque Industrial Juarez 3328
- --------------------------------------------------------------------------------
                                           Parque Industrial Juarez 32630
- --------------------------------------------------------------------------------
                                           CD.Juarez, Chihuahua, Mexico
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
      E2     EMERSON                       NORTH BYPASS ROAD
- --------------------------------------------------------------------------------
                                           KENNETT, MO. 63857
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
      E4     EMERSON                       821 S.NEENAH AVE.
- --------------------------------------------------------------------------------
                                           STURGEON BAY, WI. 54235
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
      G1     General Electric              381 Broadway
- --------------------------------------------------------------------------------
                                           Fort Edwards, NY 12828
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
      I1     ICP                           OZBURN HESSEY LOGISTICS
- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
                                           323 MASON RD.
- --------------------------------------------------------------------------------
                                           LAVERGNE, TN 37086
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
      L4     LIEBERT CORP                  2340 ROCKWOOD AVE.
- --------------------------------------------------------------------------------
                                           CALEXICO, CA 92231
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
      T1     TRANE                         6200 TROUP HIGHWAY
- --------------------------------------------------------------------------------
                                           P.O. BOX 9080
- --------------------------------------------------------------------------------
                                           TYLER, TEXAS 75711
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
      T2     TRANE                         1INDUCTO WAY
- --------------------------------------------------------------------------------
                                           CULLEN, LA 71021
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
      T3     TRANE                         4811 S.ZERO ST.
- --------------------------------------------------------------------------------
                                           FORT SMITH, ARKANSAS 72903
- --------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------
      TL     TECHNICAL LIGHTING            150 INDUSTRIAL DRIVE
- --------------------------------------------------------------------------------
                                           SENATOBIA, MS 38668
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
      W1     WHIRLPOOL                     1347 HEIL QUAKER BLVD
- --------------------------------------------------------------------------------
                                           LAVERGNE, TN 37086
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
      W2     WHIRLPOOL                     1701 INDUSTRIAL BLVD
- --------------------------------------------------------------------------------
                                           HIDALGO, TX 78557
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
      RU     RUUD                          9201 WASHINGTON AVE.
- --------------------------------------------------------------------------------
                                           RACINE, WI  53406
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
      FS     RHEEM                         GLOBAL MATERIALS SERVICES
- --------------------------------------------------------------------------------
                                           7001 HIGHWAY 271 S.
- --------------------------------------------------------------------------------
                                           FORT SMITH, AR  72908
- --------------------------------------------------------------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.10
<SEQUENCE>12
<FILENAME>dex210.txt
<DESCRIPTION>PERMITS
<TEXT>
<PAGE>

                                                                    Exhibit 2.10
                                                                   Schedule 4.13

                        Permits and Pending Applications

A.   Federal
       "No Exposure Certificate for Exclusion from NPDES Storm Water Permitting"
       No. MARNEB785

       Notification of Regulated Waste Activity, Handler Confirmation Sheet

       3010 of the Resource Conservation and Recovery Act (RCRA) EPA No.
       MAR000501064

B.   State-MaDEP
       Air Quality Permit: Application No. 4P00043, Transmittal No. 137845 (this
       permit is not yet issued)

       Boiler Permit, Limited Plan Application (LPA No. 4B99062)

C.   City of New Bedford
       Industrial Discharge Permit No. L-004

       Food Establishment Permit (issued 1/08/01)

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.11
<SEQUENCE>13
<FILENAME>dex211.txt
<DESCRIPTION>BUILDING SUBLEASE
<TEXT>
<PAGE>

                                                                    Exhibit 2.11

     THIS LEASE AGREEMENT made this 26th day of July 2002, by and between
AEROVOX INCORPORATED, a Delaware corporation, having a principal place of
business at 167 John Vertente Boulevard, New Bedford, Massachusetts 02745
(hereinafter with its successors and assigns called the "Landlord") and PARALLAX
POWER COMPONENTS, LLC, a Delaware limited liability company, having its
principal office at 122 East 42nd Street, Suite 1115, New York, New York 10168
(hereinafter with its successors and permitted assigns called the "Tenant").

                                   WITNESSETH:

                                    ARTICLE I

                                    Premises

     Section 1. In consideration of the rents and covenants herein contained on
the part of the Tenant to be paid, performed and observed, the Landlord hereby
leases to the Tenant and the Tenant hereby leases from the Landlord subject to
the terms and provisions hereinafter set forth, the land (hereinafter called the
"Land") described in Exhibit A attached hereto together with all buildings and
improvements thereon and all easements and appurtenances thereto (collectively
such Land, buildings, improvements, easements and appurtenances being
hereinafter collectively referred to as the "premises" or "demised premises".
The building (the "Building") presently located on the Land contains
approximately 137,000 square feet. Tenant has caused its representatives to make
a complete inspection of the physical condition of the premises and fixtures
contained therein and agrees to accept the premises and said fixtures in their
present condition as is and where is. Landlord has made no representations or
warranties as to the condition of the premises or said fixtures. Landlord shall
have no obligation to perform any "fit up" work, alterations or other work prior
to commencement of the Term in order to prepare the premises for occupancy by
Tenant but nothing contained in this sentence shall limit or modify any of the
obligations of the Landlord under any other provisions of this Lease)

                                   ARTICLE II

                              Term and Commencement

     Section 1. TO HAVE AND TO HOLD the demised premises for the original term
(the "Term") of one (1) year from and after the date hereof unless sooner
terminated as herein provided.

                                   ARTICLE III

                                      Rent

     Section 1. In consideration of the provisions hereof, Tenant shall pay to
Landlord an annual base rent during the Term hereof of $600,000.00 per annum
("annual base rent") in equal

                                      105

<PAGE>

monthly installments of $50,000.00 per month payable in advance on the first day
of each calendar month during the Term (with payment of rent for the remainder
of June 2002 to be paid upon execution hereof).

     Section 2. The Tenant shall pay, as additional rent hereunder, during the
Term hereof (but not for any period subsequent to the expiration or earlier
termination of the Term nor for any period prior to the commencement of the
Term), all real estate taxes, water rents and sewer charges (collectively
"taxes") which are assessed and payable upon, or with respect to, the premises
(and which are allocable to the Term, as the Term may be reduced as a result of
any termination of this Lease). The Tenant shall pay such additional rent to the
taxing (or other governmental) authority within thirty (30) days after
presentation of the applicable tax bills (and bills for such other amounts), but
in any event not sooner than ten (10) days prior to the last day or dates on
which said taxes and other additional rent may be paid without interest or
penalty. Landlord represents and warrants to Tenant that the annual taxes for
the current tax year are approximately $40,000 and that the assessment on the
premises for purposes of determining the amount of taxes does not exceed
$1,000,000.00. Notwithstanding anything contained in this Section 2 of Article
III of the Lease (or any other provisions of this Lease) to the contrary, it is
expressly understood and agreed that in no event shall Tenant be responsible
for, or have any obligation to pay, any portion of the taxes on the premises as
and to the extent that any such taxes are based, in whole or in part, on an
assessed value or other valuation of the premises (or any part thereof or any
interest therein or any revaluation or reassessment thereof) in excess of an
assessed value in the aggregate of $1,000,000.00. Landlord shall promptly pay,
when due, all taxes on the premises in excess of those taxes which Tenant is
obligated to pay hereunder.

     If this lease shall commence on a date other than the first day of a tax
year, or terminate on a date other than the last day of a tax year, the Tenant
for that tax year shall pay to the Landlord only such portion of such additional
rent for the whole tax year as shall be proportionate to the portion of the tax
year contained within the term of this Lease.

     Section 3. Landlord shall pay to Tenant one hundred (100%) percent of any
abatement, refund of real estate taxes paid or payable to Landlord allocable to
the Term or any part thereof within fifteen (15) days after Landlord shall
receive payment, credit or other benefit thereof, net of all costs paid by
Landlord in connection with obtaining such refund or abatement; provided however
that if Tenant is then in default under this Lease, such amounts shall be first
credited against any defaulted amounts due from Tenant under this Lease.

     Section 4. During the Term, Tenant shall obtain and maintain the following
insurance on the premises with an insurance company reasonably acceptable to
Landlord: so called "all risk" coverage insurance (including business
interruption insurance covering a period of not less than twelve (12) months or
the remainder of the Term, whichever is less) and such other insurance covering
all hazards included within customary "all risks" coverage (exclusive of the
cost of coverage for damage due to terrorists' acts or the like), including
without limitation insurance covering fire, lightning, vandalism, malicious
mischief and boiler, pipe and sprinkler leakage, said insurance to be on a full
replacement cost basis (exclusive of footings and foundations). Such insurance
shall name Landlord and its first mortgage lender as an additional insured and
"loss payee." Such policy shall be non-cancelable with respect to the interest
of Landlord and such mortgagee without at least ten (10) days prior written
notice thereto. Landlord hereby approves the policy of insurance provided by
Tenant.

                                      106

<PAGE>

     Section 5. All payments of annual base rent hereunder shall be mailed to
the order of Landlord c/o Key Bank at KeyBank National Association, 66 South
Pearl Street, Albany, New York 12207, Attention: Peter Landauer, 4/th/ Floor, or
otherwise as Landlord's lender, Key Bank may notify Tenant from time to time. If
Tenant shall receive conflicting demands for payment of annual base rent, Tenant
shall have the right to make payment thereof into the Bankruptcy Court in the
Landlord's Bankruptcy Case and related proceedings and such payment shall
satisfy Tenant's obligations hereunder with respect to such rent and other
charges.

                                   ARTICLE IV

                                    Covenants

     Tenant covenants and agrees as follows:

     (a)  To cause no waste with respect to the demised premises;

     (b)  Tenant shall be responsible for maintaining its own exterior trash
          receptacle and periodic trash removal;

     (c)  Tenant shall be responsible for removing snow and ice from the parking
          areas, sidewalks and driveways on the Land and entrances to the
          Building and for mowing the grass and maintaining the other existing
          landscaping;

     (d)  Tenant shall not create, commit or maintain any nuisance upon the
          premises; and

     (e)  Tenant shall comply with all Environmental Laws (as said term is
          defined in Section 3 of Article XIII) in connection with Tenant's use,
          storage or handling of Hazardous Materials (as said term is defined in
          Section 3 of Article XIII) in the conduct of Tenant's business at the
          premises.

                                    ARTICLE V

                             Use of Demised Premises

     Section 1. The Tenant shall have the right to use the demised premises for
use as a manufacturing, warehouse, storage, distribution, sale, research and
development facility and related office and other uses incidental thereto,
including without limitation, the development, manufacture, sale and
distribution of film capacitors, electromagnetic interference filters and
related products and for no other purposes whatsoever.

                                   ARTICLE VI

                             Repairs And Alterations

     Section 1. Tenant shall repair any damage to the Premises to the extent
caused by actions of Tenant, its agents or invitees. Tenant shall also be
responsible for routine maintenance of (a) the interior of the Building and

                                      107

<PAGE>

(b) the electrical, plumbing, mechanical, heating, ventilating, air
conditioning, gas, elevator and sprinkler equipment located within or outside
the Building and (c) rooftop, mechanical and HVAC units, if any, in each case in
clauses (a) through (c) inclusive, to the extent necessary to keep the same in
operating condition during the Term (but not for any period subsequent to
expiration or earlier termination of the Term).

          Notwithstanding the foregoing, in no event shall Tenant have any
obligation to perform any repairs or maintenance arising out of (a) normal wear
and tear, (b) faulty or defective construction, equipment or materials at the
premises at the date hereof, (c) any condition, whether known or unknown,
existing at the Premises at the date hereof whether above or below surface, (d)
any Capital Repairs (as said term is hereinafter defined), (e) except for
repairs or maintenance required of Tenant under the first two (2) sentences of
this Section 1 or under Article IV, any repairs or maintenance to, or with
respect to, the roof, structure, walls, heating, ventilating, air conditioning,
electrical, mechanical, elevators or other utility systems within or serving the
Premises, foundations, subsurface facilities of any type, paving, curbing,
sprinkler systems, indoor or outdoor, or the like, curbs, gutters, drainage
systems, leaks, sinkholes, soil erosion, outdoor lighting poles, lights and
fixtures, nor the parking areas, sidewalks or driveways located on or serving
the Premises and (f) any repairs or maintenance, the need for which arises out
of any fire, casualty, terrorism, or any other risk, peril or matter which is
included within the coverage of any policy of insurance carried by Tenant under
Section 4 of Article III of this Lease. As used in this Lease, the term "Capital
Repairs" shall mean any repairs, maintenance, replacement or other work, the
cost of which would constitute a capital expense, capital cost or capital item
as determined under generally accepted accounting principles consistently
applied or the useful life of which would exceed one (1) year.

     Section 2. The Landlord shall promptly after receipt of written notice from
the Tenant, make (a) all repairs to the roof (including, without limitation,
repair of all roof leaks and (except for minor plumbing leaks) other leaks),
structure, foundations, beams, girders, mullions, exterior walls of the demised
premises, the structural elements of the premises, and the paved areas and (b)
all Capital Repairs to the walls, heating, ventilating, air conditioning,
electrical, mechanical, elevator and other utility systems within or serving the
premises, the subsurface facilities of any type, paving, curbing, landscaping,
sprinkler systems, indoor or outdoor or the like, curbs, gutters, drainage
systems, sink holes, soil erosion, outdoor lighting poles, lights and fixtures
(and all other repairs and maintenance except those which Tenant is obligated to
perform under Article IV or Section 1 of this Article VI).

     Section 3. The Tenant shall at the expiration or earlier termination of
this lease remove its goods and effects and such of the equipment and machinery
owned by Tenant as Tenant may elect and peaceably yield up the demised premises,
in broom clean condition but excluding any damage or cleanup caused by or
related to fire, vandalism, riot, terrorism, acts of God, earthquake, war,
insurrection, wind, rain, flooding, weather and the like or other casualty or
any other insured claims and any damage caused by eminent domain. Tenant shall
repair any injury done to the demised premises by the installation by Tenant
following the date hereof of Tenant's machinery or equipment or the removal by
Tenant of the Tenant's machinery or equipment (whether or not initially
installed by Tenant).

     Section 4. The Tenant shall have the right at its expense to make
non-structural alterations to the interior of the demised premises but if the
cost of any such alteration shall exceed $50,000.00 in the aggregate then Tenant
shall only perform the same after obtaining the prior written approval of
Landlord which approval will not be unreasonably withheld or delayed. Tenant
will, within 15 days after Tenant has notice of the filing thereof, remove, by
bonding or otherwise, any mechanic's lien filed against the premises for work
performed by Tenant, its agents, contractors and subcontractors. Upon expiration
or termination of the Term, any renovations or improvements to the Building made
by Tenant shall inure to the benefit of

                                      108

<PAGE>

Landlord who shall retain ownership and title to such renovations and
improvements.

     Section 5. Any trade fixtures, furniture and equipment owned by the Tenant
shall remain the property of the Tenant and may, subject to Tenant's repair
obligations set forth in Section 3 of this Article VI be removed by the Tenant
from the demised premises prior to the expiration or earlier termination of this
lease. In the event Tenant fails to remove said fixtures, furniture and/or
equipment prior to the expiration or earlier termination of this Lease, and such
failure continues for more than thirty (30) days after written notice received
by Tenant, they shall be deemed abandoned and may be disposed of by Landlord in
any way it sees fit at Landlord's sole cost and expense (and the proceeds
thereof may, in such case, be retained by Landlord).

                                   ARTICLE VII

                                    Utilities

     Upon commencement of this Lease, Landlord and Tenant shall cooperate so
that all utilities will be billed directly to Tenant by the appropriate utility
company. Tenant shall pay when due all charges for utility services provided to
the demised premises during the Term hereof (but not for any period subsequent
to any termination of this Lease or prior to the commencement of the Term)
including, without limitation, electricity, gas, water, telephone, and the cost
of fuel to heat or air-condition the demised premises.

                                  ARTICLE VIII

                               Liability Insurance

     Section 1. Tenant agrees to maintain in full force during the Term (but not
for any period subsequent to expiration or earlier termination of the Term) a
policy of comprehensive liability and property damage insurance under which the
Landlord (and such other persons as are in privity of estate with Landlord as
may be set out in a notice from Landlord from time to time), Landlord's
mortgagee (as specified by Landlord in a written notice to Tenant) and Tenant
are named as insured. A duplicate original of a certificate of such insurance
shall be delivered to Landlord. The minimum limits of liability of such
insurance shall be Three Million and No/100ths ($3,000,000.00) Dollars for
injury (or death) to any one person and One Million and No/100ths
($1,000,000.00) Dollars with respect to damage to property.

                                   ARTICLE IX

                         Insurance on Tenant's Property

     Section 1. The Tenant shall, at its own expense (and in addition to its
other obligations to maintain insurance under Section 4 of Article III and under
Article VIII), maintain so called "all risk" insurance of adequate amounts with
respect to its own fixtures, merchandise, equipment and other property contained
in the demised premises.

                                      109

<PAGE>

                                    ARTICLE X

                                      Signs

     Tenant shall have the right to install, at its expense, any and all signs
which it may require in connection with its use of the Premises or the business
operations thereon so long as such signage and the installation thereof complies
with applicable law. Upon expiration or earlier termination of the Term, Tenant
shall remove any signage installed by Tenant and repair any damage caused by
such installation or removal. In addition, Tenant may, at its expense, remove
any and all existing signs located at or serving the Premises and in such case
Tenant shall take appropriate action to repair any damage caused by such
removal.

                                   ARTICLE XI

                                   Assignment

     The Tenant shall not assign this lease or sublet all or any part of the
premises without the prior written consent of Landlord. Notwithstanding the
foregoing to the contrary, Tenant may assign this lease upon written notice to
Landlord but without Landlord's prior written consent to a "Permitted Assignee"
and/or a "Lender" (as said terms are hereinafter defined) and may also grant
collateral assignments and security interests in this Lease to a Lender without
prior written notice to Landlord. Landlord shall, subject to Section 8 of
Article XXII, have the right to freely assign its interest in their Lease. As
used herein, the term "Permitted Assignee" shall mean (a) any corporation,
partnership, limited partnership, limited liability company, trust or other
entity which is either owned or controlled, directly or indirectly, through one
or more intermediaries, or otherwise, by any person or entity which, directly or
indirectly, through one or more intermediaries, or otherwise, owns at least 33%
or more of the stock, equity or other indicia of ownership of Tenant as of the
date of this Lease and (b) any corporation, partnership, limited partnership,
limited liability company, trust or other entity which acquires all or
substantially all of the assets and business of the Tenant located at the
Premises. As used herein, the term "Lender" shall mean any bank, trust company,
savings bank, savings and loan association, insurance company, college or
university, pension or retirement fund, credit company or other company
regularly engaged in the business of lending which, in fact, makes a loan to
Tenant or any affiliate of Tenant secured, in whole or in part, by Tenant's
interest under this Lease. No such Lender shall, by virtue of accepting a
collateral assignment or security interest under this Lease ever assume or
become liable for performance of any obligations under this Lease. Upon request
of any such Lender, Landlord will execute such instruments as such Lender may
require in order to confirm that Landlord releases any claims which it may have
in and to any furniture, fixtures, equipment, inventory and other items of
personal property owned by Tenant as well as any accounts receivable, cash or
other assets in which a security interest has been granted to such Lender and
providing the Lender normal and customary rights of entry upon the Premises for
the purpose of perfecting and realizing upon its security interest in and to any
such assets, in each case, in such form and content as Tenant's Lender may
require consistent with normal and reasonable practice.

     In the instance of assignment of this Lease to a Permitted Assignee, the
Permitted Assignee shall execute a written agreement assuming all obligations of
Tenant under the Lease

                                      110

<PAGE>

arising from and after the date of such assignment but Tenant shall in any event
remain fully responsible for performance of this Lease.

                                   ARTICLE XII

                                Estoppel Letters

     Section 1. Tenant will upon request by Landlord or any Mortgagee of the
premises, from time to time execute and deliver to such party (a) an "Estoppel
Letter", so-called in form satisfactory to such party and/or (b) a copy of every
notice of default delivered by Tenant to Landlord at the same time and in the
same manner as to Landlord and/or (c) an agreement consenting to an assignment
of this lease to such party and acknowledging such assignment.

     Section 2. Landlord will, upon request by Tenant or any of Tenant's
Lenders, from time to time, execute and deliver to such party (a) an estoppel
letter, so called in form reasonably satisfactory to Landlord and such party and
(b) a copy of every notice of default delivered by Landlord to Tenant at the
same time, in same manner as to Tenant and (c) if requested by Lender or
Tenant's Lender, an agreement consenting to an assignment of this Lease and/or
the granting of a security interest in this Lease to such party and
acknowledging such assignment and (d) an agreement permitting such Lender of
Tenant to enter upon the premises to conduct a sale and/or removal of all of the
property, machinery and equipment owned by Tenant and located thereon, and
releasing and waiving any right to assert a lien or claim against any such
property, machinery and equipment and any other assets of Tenant in which the
Tenant's Lender may, from time to time, hold a security interest, and containing
such other terms and provisions as Tenant's Lender may require, all in form and
substance reasonably satisfactory to the Tenant's Lender.

                                      111

<PAGE>

                                  ARTICLE XIII

    Existing Warranties and Service Contracts; Tenant's Rights of Self Help;
                             Offset and Termination

     Section 1. Existing Warranties. Landlord shall provide Tenant the benefit
of all warranties and service contracts which are available to Landlord under or
in connection with the premises, including, without limitation, the roof, the
foundations and any machinery and equipment located thereon and all systems
included therein, including, without limitation, all HVAC, mechanical,
electrical and plumbing systems. Landlord hereby grants Tenant the right to
enforce in the name of and on behalf of Landlord all warranties (and those
service contracts as are designated by Tenant in writing) in any way affecting
or benefitting the premises and/or the Building or any part thereof or any
mechanical, electrical, HVAC, roof or other system therein including, without
limitation, those warranties and service contracts set forth in Exhibit E
attached hereto.

     Section 2. Tenant's Self Help. If (a) the premises or any part thereof,
including, without limitation, the Building, or the use and operation thereof
for the permitted uses, do not comply in all material respects with all laws,
ordinances, rules and regulations applicable thereto, including without
limitation, all zoning, subdivision, environmental, wetlands, building and
handicapped accessibility laws, rules and ordinances and notice of such
noncompliance is given to Tenant by any governmental authority, board,
commission, department of the City of New Bedford, the Commonwealth of
Massachusetts or the United States of America or any other governmental body,
authority, board, commission, department or the like (collectively a "Law
Violation Notice", provided however that the term Law Violation shall not
include a notice of noncompliance with any such laws, ordinances, rules and
regulations to the extent that such noncompliance is based on Tenant's
particular manner of use of the premises as opposed to use generally) or (b)
Landlord shall fail to perform, observe and comply with its obligations under
Section 2 of Article III, Section 2 of Article VI of this Lease or Article XXI
of this Lease or Section 2 of Article XXII of this Lease (collectively a
"Landlord Default") or (c) if (other than as a result of the acts of Tenant) any
Hazardous Materials (as said term is hereinafter defined) are present on or are
discharged or released onto or from the premises or exist on the premises (i) at
levels or in concentrations which equal or exceed the minimum reportable levels
or concentrations under the applicable Environmental Laws (as said term is
hereinafter defined) or (ii) in violation of applicable Environmental Laws, or
there is a threat of any of the foregoing (collectively, a "Release"), then, and
in any such event (in addition to all other rights which Tenant may have on
account thereof) Tenant shall have the following rights, all of which shall be
cumulative and not separate (and prior to or concurrently with the exercise of
any such rights, or as soon thereafter as is reasonable under the circumstances,
Tenant shall give Landlord (and the holder of any first mortgage of Landlord's
interest in the Premises from whom Tenant has received written notice requesting
that notices sent to Landlord under this Section 2 of Article XIII likewise be
sent to such mortgagee and setting forth the address, telephone number and fax
number of such mortgagee) notice of the applicable Law Violation Notice,
Landlord Default and/or Release of Hazardous Materials:

                                      112

<PAGE>

          (1)  Tenant may, at its sole and exclusive option (but without any
     obligation to do so) and without waiving any claim which it may have for
     breach of agreement, at any time thereafter, attempt to cure such Law
     Violation Notice and/or Landlord Default and/or undertake to remediate any
     such Release of Hazardous Materials, and any amount (a "Cure Amount") paid
     by Tenant in so doing shall be deemed paid for the account of Landlord and
     Landlord shall pay all such Cure Amounts together with interest on such
     Cure Amount (but only on the portion, if any, of such Cure Amount which
     exceeds the Aggregate Offset Amount (as said term is hereinafter defined)
     at ten (10%) percent per annum to Tenant upon demand and in addition to the
     extent any such Cure Amounts are not paid by Landlord to Tenant within five
     (5) days after notice thereof, Tenant shall have the right to offset and
     deduct against the annual base rent and other sums payable under this Lease
     (i) any and all such Cure Amounts so paid by Tenant together with interest
     on such Cure Amount (but only on the portion, if any, of such Cure Amount
     which exceeds the Aggregate Offset Amount) at the rate of ten (10%) percent
     per annum and (ii) any damages which Tenant may suffer on account of the
     existence or occurrence of any such matters including, without limitation,
     lost revenues and lost profits, but excluding other consequential and
     indirect damages and excluding punitive damages (provided however that the
     maximum aggregate amount which Tenant may offset and deduct under the
     foregoing clauses (i) and (ii) shall not exceed One Hundred Thousand
     Dollars $100,000 (the "Aggregate Offset Amount") in the aggregate exclusive
     however of amounts offset, deducted paid or advanced by Tenant on account
     of any Landlord Default under Section 2 of Article III). Notwithstanding
     the foregoing, in the event that Landlord fails to pay real estate taxes as
     set forth in the last two sentences of Section 2 of Article III, then
     Tenant may at its sole option, elect to pay and set off the entire amount
     of taxes which Landlord failed to pay as a Cure Amount against the rent due
     hereunder if the Tenant reasonably determines that Landlord's failure to
     pay such real estate taxes will jeopardize in any manner whatsoever the
     Tenant's use and occupancy of the premises or such failure to pay real
     estate taxes may expose Tenant to any legal liability for Landlord's
     failure to pay such taxes. Before Tenant shall be permitted to pay such tax
     amount and offset such amount against rent due hereunder, Tenant shall give
     Landlord and Key Bank three business days prior notice, provided however
     that, upon giving such notice and the expiration of such three business day
     period, nothing shall preclude Tenant from paying such tax and setting off
     such paid amount, other than entry of an order by a court of competent
     jurisdiction. Nothing contained in this Paragraph (1) shall be deemed to
     preclude Landlord from attempting to cure a Law Violation Notice or a
     Landlord Default or a Release of Hazardous Materials even though Tenant may
     be exercising rights under this Paragraph 1 concurrently therewith (but
     this sentence shall not be deemed to create or imply any grace or cure
     period for any such Law Violation Notice or Landlord Default or Release of
     Hazardous Materials.

          (2)  in the event of the presence or release of Hazardous Materials at
levels or in concentrations which equal or exceed the minimum reportable levels
or concentrations under applicable Environmental Laws or which violate
applicable Environmental Laws (an "Occurrence") (except for an Occurrence
resulting from an act of Tenant, its agents or invitees) or in the event that as
the result of or in connection with a Law Violation Notice or a Landlord Default
(collectively, all such Occurrences, Law Violation Notices and Landlord Defaults
being hereinafter collectively called "Abatement Events" and each being an
"Abatement Event"), any portion of the premises is rendered untenantable or
unusable by Tenant for its normal business

                                      113

<PAGE>

operations, then, in addition to all other rights which Tenant may have on
account thereof, Tenant's obligation to pay annual base rent and other sums
under this Lease shall be equitably abated during the period of such
untenantability and also in the event that (i) more than ten (10%) percent of
the Building or the Premises is rendered untenantable or effectively unusable by
Tenant for its business purposes as intended by Tenant on account of any
Abatement Event or due to any leakage in the roof or other parts of the Building
and such untenantability continues for a period in excess of fifteen (15) days
or (ii) the aggregate Cure Amount expended by Tenant equals or exceeds the
Aggregate Offset Amount, Tenant shall also, in addition thereto, have the right,
exercisable by written notice to Landlord at any time thereafter, to terminate
this Lease by giving written notice to Landlord effective as of a date set forth
in such notice. As to Abatement Events occurring prior to the last 60 days of
the Term where less than 25% of the Premises is rendered untenantable or
effectively unusable by Tenant as aforesaid, the 15 day period referred to in
the prior sentence shall be subject to extension for up to an additional 15 days
on account of delays in restoring the premises to full tenantability and use by
Tenant caused by Force Majeure Events (as said term is defined in Section 7 of
Article XXII hereof) so long as Landlord has promptly commenced and diligently
pursues restoration of the premises to full tenantability and use by Tenant.

          (3)  As used herein, the term "Hazardous Materials" shall mean and
include, without limitation, any material or substance which is (i) petroleum,
(ii) asbestos, (iii) designated as a "hazardous substance" pursuant to Section
311 of the Federal Water Pollution Control Act, 33 U.S.C. SS 1251 et seq. (33
U.S.C. SS 1321) or listed in SS 307 of the Federal Water Pollution Control Act
(33 U.S.C. SS 1317), (iv) defined as a "hazardous waste" pursuant to Section
1004 of the Resource Conservation and Recovery Act, 42 U.S.C. SS 6901 et seq.
(42 U.S.C. SS 6903), (v) defined as a "hazardous substance" pursuant to Section
101 of the Comprehensive Environmental Response, Compensation, and Liability
Act, 42 U.S.C. SS 9601 et seq. (42 U.S.C. SS 9601), as amended and regulations
promulgated thereunder, or (vi) defined as "oil" or a "hazardous waste", a
"hazardous substance", a "hazardous material" or a "toxic material" under any
other law, rule or regulation applicable to the Property, including, without
limitation, Chapter 21E of the Massachusetts General Laws, as amended and the
regulations promulgated thereunder. As used herein, the term "Environmental
Laws" shall mean, without limitation, each and every law, rule, order, statute
or regulation described above in this Section, together with (i) any amendments
thereto, or regulations promulgated thereunder and (ii) any other laws
pertaining to the protection of the environment or governing the use, release,
storage, generation or disposal of Hazardous Materials, whether now existing or
hereafter enacted or promulgated.

          (4)  The provisions of Section 7 of Article XXII of this Lease shall
not apply to any interpretation as to whether a Landlord Default has occurred
and (except as otherwise expressly provided in the last sentence of Subsection
(2) of Section 2) shall not apply to this Article XIII or so as to extend any
time period set forth in this Article XIII or so as to delay the rights of the
Tenant under this Article XIII.

          (5)  All rights and remedies which Tenant has under this Article XIII
or elsewhere in this Lease shall be cumulative and not separate and shall not be
deemed inconsistent with each other, and any two or more of such rights and
remedies may be exercised at the same time. The exercise by Tenant of any of its
rights and remedies under this Article XIII or elsewhere in this Lease shall not
require an order of the Bankruptcy Court (as said term is hereinafter defined)
pursuant to Section 362 of the Bankruptcy Code (as said term is hereinafter

                                      114

<PAGE>

defined) or otherwise.

          (6)  If Tenant shall commence to attempt to cure a Law Violation
Notice, a Landlord Default or a Release of Hazardous Materials, Tenant shall
have the right to, at any time thereafter to cease such attempt without
liability or obligation to Landlord.

          (7)  If there should be any dispute between Landlord and Tenant, or
any uncertainty, as to whether a Law Violation Notice, Landlord Default or
Release of Hazardous Materials has occurred or whether an Abatement Event has
occurred or whether Tenant has rightfully exercised any right of offset,
deduction, abatement or termination under this Article XIII or as to the amount
of any such offset, deduction or abatement claimed by Tenant, Tenant shall have
the right (but not the obligation) without prejudice to any of its other rights
and remedies under this Article XIII to pay all amounts which are subject to
such dispute or uncertainty into escrow with Fidelity National Title Insurance
Company or any other national title insurance company selected by Tenant pending
the outcome of such disputes and/or uncertainty and in doing so shall be deemed
to be fully protected under this Lease to the same extent as if any amounts so
paid into escrow were amounts which Tenant had properly offset, deducted or
abated under this Article XIII.

                                   ARTICLE XIV

                              Waiver of Subrogation

     Landlord and Tenant each hereby releases the other from any and all
liability or responsibility to the other (or anyone claiming through or under
them by way of subrogation or otherwise) for any loss or damage to the demised
premises or property thereon against which the waiving party is protected by
insurance (but only to the extent of coverage provided by the applicable policy
of insurance), even if such loss or damage shall have been caused by the fault
or negligence of the other party, or anyone for whom such party may be
responsible, provided, however, that this release shall be applicable and in
force and effect only with respect to loss or damage occurring during such time
as the releasor's policies shall contain a clause or endorsement to the effect
that any such release shall not adversely affect or impair said policies or
prejudice the right of the releasor to recover thereunder. Landlord and Tenant
each hereby agree that it shall cause such a clause or endorsement to be
included in its insurance policies with respect to the demised premises, if
available, and, if necessary, pay an additional premium that may be charged
therefore.

                                   ARTICLE XV

                              Damage by Fire, Etc.

     Section 1. If the demised premises or the Building or any part thereof
shall be damaged or destroyed by fire, windstorm, terrorism or any other
casualty or any other cause which is an insured peril under any so-called "all
risk" policy of insurance or any policy carried by Tenant

                                      115

<PAGE>

under Article III hereof, the Tenant shall give notice thereof to the Landlord
and unless this Lease is terminated as hereinafter provided, the Landlord, shall
(to the extent of insurance proceeds paid with respect to such fire, casualty or
other insured peril) within 60 days after the date of such damage or destruction
repair or rebuild the same so as to restore the demised premises (including the
Building but not including any of the personal property, machinery and equipment
owned by Tenant) to substantially the same condition they were in immediately
prior to such damage or destruction, provided that the Landlord shall not be
responsible for any delay in such repair or reconstruction which may result from
any cause beyond its reasonable control. Landlord shall not be liable to Tenant
for damages (including, without limitation, damage to Tenant's business or
specific performance) for failure of Landlord to restore. In the case of any
such restoration by Landlord (and provided that Tenant does not exercise any
right in this Article XV to terminate the Lease, Tenant shall bear the cost of
any deductibles under its insurance applicable to such restoration.

     Section 2. If the Building located on the Land shall be damaged or
destroyed to the extent of forty four (44%) percent or more on a square footage
basis by any cause, the Landlord may elect by written notice to Tenant either to
terminate this lease or to repair or rebuild the same. If (a) damage to the
Building or Premises would cost more than $50,000.00 to repair or take more than
thirty (30) days to repair, or (b) if any such repair or restoration is not
completed within sixty (60) days after the date of any such fire, casualty or
other damage or cannot, in Tenant's sole judgment, be completed, or (c) if any
utility system serving the Premises was damaged and could not be used for the
purpose intended for more than twenty (20) days, or (d) all reasonable means of
primary access to the Premises and/or the Building became unavailable for more
than ten (10) days or (e) if the time remaining in the Term at the time of any
such damage or casualty is ninety (90) days or less or the time remaining in the
Term after deducting Tenant's estimate of the time needed to restore the
premises is less than sixty (60) days, then, in any such event, Tenant shall
have the right to terminate this Lease by written notice to Landlord effective
as of the date set forth in such notice (and, in the event of any failure of
Landlord to complete restoration of the premises, within the sixty (60) day
period set forth in clause (b) of this sentence, Landlord shall not be liable to
Tenant for damages, including, without limitation, damages to Tenant's business
for any such failure to restore or specific performance).

     Section 3. If this Lease is not terminated as above provided, then, from
and after such damage and until (a) demised premises are restored as above
provided the rent reserved hereunder and all taxes, insurance and other sums
payable by Tenant hereunder shall equitably abate either wholly or
proportionately according to the nature and extent of the injury and
interference with Tenant's ability to use the demised premises in whole or in
part and (b) a reasonable period has elapsed following such restoration as is
sufficient to permit Tenant to repair and/or install all damaged equipment and
machinery affected by such damage or restoration.

                                   ARTICLE XVI

                                 Eminent Domain

     Section 1. If, as a result of any taking by eminent domain, which shall
be deemed to include a voluntary conveyance in lieu of a taking, the total floor
area remaining in the demised premises shall be reduced to less than fifty (50%)
percent of the total floor area in the demised premises at the commencement of
the term hereof, then at the election of the Landlord, exercisable by written
notice given to the Tenant within ninety (90) days after the date of the filing
of the notice of such taking this lease may be terminated as of the date when
the Tenant is required to vacate the demised premises or the portion thereof so
taken notwithstanding that the

                                      116

<PAGE>

entire interest of the Landlord may have been divested by such taking, and if
following any such taking the Landlord does not terminate this lease and
provided Tenant does not terminate this Lease under Section 2 hereof, then the
Landlord, at the Landlord's expense, but only to the extent of the award
actually received by the Landlord for any such taking (subject to the rights of
any first mortgagee of the demised premises) and proceeding with all reasonable
dispatch shall do such work as may be required to put what may remain of the
demised premises in proper condition for the conduct of the Tenant's business
(but if Landlord fails to perform such work, Landlord shall have no liability to
Tenant for damages, including, without limitation, damages to Tenant's business
on account thereof nor shall Landlord be subject to specific performance on
account thereof. From and after the date on which the Tenant is required to
vacate the portion of the demised premises so taken, a just proportion of the
rent reserved herein according to the nature and extent of the taking of the
demised premises shall be abated until the demised premises are restored to such
condition that the Tenant can commence business therein and from and after the
date on which the Landlord shall restore the demised premises in the manner
above provided the rent shall be reduced in the proportion that the floor area
of the portion of the demised premises so taken bears to the floor area of the
demised premises at the commencement of the term hereof.

     Section 2. In the event of a taking by eminent domain, whether permanent or
temporary, (a) any means of access to the premises is taken which (i) leaves
Tenant only with alternative means of access thereto which interferes with the
operation of Tenant's business on the premises or (ii) in the case where such
alternative means of access do not interfere with the operation of Tenant's
business on the premises, such alternative means of access is not acceptable to
Tenant in its reasonable discretion or (b) any part of the Building is taken or
(c) any part of the paved areas of the surface of the Land, are taken, then, and
in any such event, Tenant shall have the right to terminate this Lease by
notifying the Landlord of Tenant's election to terminate at any time thereafter
by giving written notice to Landlord stating the date when such termination
shall be effective.

     Section 3. The Landlord reserves and excepts all rights to damages to the
Land, the Building, the demised premises and the leasehold hereby created by
reason of any taking by eminent domain or by reason of anything lawfully done or
required by any public authority, and the Tenant grants to the Landlord all the
Tenant's rights, if any, to such damages except with respect to the value of its
personal property, fixtures, equipment, damage to business, moving expense and
relocation expenses but such claims shall, if they otherwise diminish the award
paid to Landlord, be subordinate to the award payable to the Landlord hereunder.

                                      117

<PAGE>

                                  ARTICLE XVII

                                     Default

     Section 1. This lease is made on the condition that if the Tenant shall
fail to perform any obligation hereunder and such failure shall continue for ten
(10) days after written notice in payment of annual base rent, additional rent,
or in payment of any other sums due under this lease or for twenty five (25)
days after written notice of default in the case of any other obligation (or, if
said default cannot reasonably be expected to be cured within such twenty five
(25) day period, Tenant shall not within such twenty five (25) day period
promptly commence to cure such default and thereafter prosecute the curing of
such default to completion with due diligence) or if the estate hereby created
shall be taken on execution or other process of law, or if the Tenant shall be
declared bankrupt or insolvent according to law, or if the Tenant shall make or
offer to make, in or out of bankruptcy, a composition with the Tenant's
creditors, or if the Tenant shall make an assignment for the benefit of its
creditors, as if the Tenant shall commit any act of bankruptcy, or if a
receiver, trustee or other officer shall be appointed to take charge of all or
any substantial part of the Tenant's property by a court, or if a petition shall
be filed by or against the Tenant (except for a filing against Tenant by
Landlord or at the request of Landlord) for the reorganization of the Tenant or
for an "arrangement" under the Bankruptcy Code or under any other provisions of
the Bankruptcy Code or any successor or similar State or Federal statute or
regulation now or hereafter in effect, and the same, if filed against but not by
Tenant, shall not be dismissed within ninety (90) days after the date on which
it is filed, then and in any of the said cases, notwithstanding any prior
waivers or consent the Landlord lawfully may, in addition to and not in
derogation of any remedies for any preceding breach of covenant, immediately or
at any time thereafter and without prior demand or prior notice (1) terminate
this lease by notice in writing forthwith, or on a date stated in said notice,
(2) with process of law, enter into and upon the demised premises or any part
thereof in the name of the whole and repossess the same as of the Landlord's
former estate, and (3) expel the Tenant and those claiming through or under the
Tenant and remove its and their effects without being deemed guilty of any
manner of trespass and without prejudice to any remedies which might otherwise
be used for arrears of rent or preceding breach of covenant, and upon entry as
aforesaid this lease shall terminate; and in case of such termination or
termination by reason of default on the part of the Tenant, the Tenant shall pay
to the Landlord (i) all arrearages of annual base rent and other amounts
outstanding and (ii) in equal monthly installments, in advance (on the same days
when monthly installments on account of annual base rent are due and payable),
sums equal to each monthly installment of annual base rent herein provided for
or, if the demised premises have been relet, sums equal to the excess of the
annual base rent herein provided for over the sums actually received by the
Landlord from such reletting as well as any reasonable expenses incurred by the
Landlord as a consequence of such default or in such reletting including for
reasonable attorneys' fees and brokers' fees. Such sums being payable as
liquidated damages for the unexpired term hereof.

     Section 2. All rights and remedies which the Landlord may have under this
lease shall be cumulative and shall not be deemed inconsistent with each other,
and any two or more of such rights and remedies may be exercised at the same
time insofar as permitted by law.

                                  ARTICLE XVIII

                                      118

<PAGE>

                                     Notices

     Any notice, request, demand or other communication required or permitted by
this lease shall, until either party notifies the other in writing of a
different address in accordance herewith, be deemed to be duly given if in
writing and sent by registered or certified first class mail, postage prepaid,
return receipt requested or by national overnight delivery service addressed as
follows:

     If to Landlord, addressed to the Landlord:

                   c/o Hanify & King, P.C.
                   One Beacon Street
                   Boston, Massachusetts  02108
                   Attention: Harold B. Murphy, Esq.

     With a copy to:

                   Key Bank


___________________

___________________


     If to the Tenant:

                   At the address of Tenant set forth
                   in the Preamble to this Lease


                                   ARTICLE XIX

                                    Brokerage

     Landlord and Tenant each warrants and represents to the other that it has
not dealt with any broker in connection with this lease or the demised premises
and each agrees to defend, indemnify and hold the other harmless from and
against any and all claims (including, without limitation, attorneys fees and
costs) for brokerage fees and commissions (except with respect to the above
named broker) by any broker claiming to have dealt with it in connection with
this lease.

                                   ARTICLE XX

                                      119

<PAGE>

                              Administrative Claims

     Landlord agrees that each of the obligations of Landlord to Tenant under
this Lease and any damage claims therefor will (except to the extent the same
have been offset or deducted against rent or have been included as part of a
rent abatement by Tenant under Article XIII) constitute administrative claims in
the Landlord's Bankruptcy Case. As used in this Lease, (i) the term "Landlord's
Bankruptcy Case" shall mean the bankruptcy case under Chapter 11 of the
Bankruptcy Code involving Landlord (Case No. 01-14680, D. Mass.) and any related
proceeding; (ii) the term "Bankruptcy Court" shall mean the United States
Bankruptcy Court for the District of Massachusetts and (iii) the term
"Bankruptcy Code" shall mean 11 U.S.C. Section 101 et seq., as amended.

                                   ARTICLE XXI

Master Lease, Sublease and SubSublease

     Reference is made to that certain Lease (the "Master Lease") dated December
22, 1999 between the City of New Bedford (the "City"), as Lessor, and the New
Bedford Redevelopment Authority (the "Authority"), as Lessee, a copy of which is
attached hereto as Exhibit C, and that certain Sub-Lease (the "Sublease") dated
January 4, 2000 between the Authority, as sub-lessor and Landlord hereunder, as
sub-lessee, a copy of which is attached hereto as Exhibit D. Although this Lease
constitutes a sub-sublease under the Master Lease and Sublease, Tenant shall not
be bound by nor does Tenant agree to perform any of the terms, covenants and
conditions of the Master Lease or Sublease. The Tenant shall also have the
benefit of any and all applicable court orders and/or judgments issued by the
Bankruptcy Court in connection with Landlord's presently existing Bankruptcy
Case as and to the extent the same, directly or indirectly, relate to this Lease
or the use and occupancy of the premises by Tenant.

     Landlord covenants and agrees not to amend, modify or terminate the Master
Lease or Sublease or accept any termination thereof without the prior written
consent of the Tenant. Subject to the requirements of the Bankruptcy Court in
connection with the Landlord's Bankruptcy Case, Landlord further agrees to fully
perform and comply with its obligations under the Sublease and shall cause the
Authority to observe, perform and comply with the Sublease. Subject to the
requirements of the Bankruptcy Court in connection with the Landlord's
Bankruptcy Case, Landlord shall use reasonable efforts to cause the Authority to
comply with its obligations under the Master Lease and shall use reasonable
efforts to restrict the Authority and the City from amending, modifying or
terminating the Master Lease without the prior written consent of Tenant.
Landlord further agrees that it will not reject, disaffirm or otherwise cancel
or terminate the Sublease or Master Lease under applicable bankruptcy or
insolvency laws or in connection with its pending Bankruptcy Case or otherwise.

     Landlord will promptly provide Tenant with copies of all notices and
correspondence sent by or on behalf of Landlord, or received by or on behalf of
Landlord, under (i) the Master Lease, (ii) the Sublease and (iii) that certain
Tax Increment Financing Agreement (the "TIF Agreement") dated September 9, 1999
between the City and Landlord as well as copies of all real estate tax bills and
notices relating to real estate taxes on the premises.

                                      120

<PAGE>

                                  ARTICLE XXII

                            Miscellaneous Provisions

     Section 1. No consent or waiver, express or implied, by the Landlord to or
of any breach in the performance by the Tenant of its agreements hereunder shall
be construed as a consent or waiver to or of any other breach in the performance
by the Tenant of the same or any other covenant or agreement. No acceptance by
the Landlord of any rent or other payment hereunder, even with the knowledge of
any such breach, shall be deemed a waiver thereof nor shall any acceptance of
rent or other such payment in a lesser amount than is herein required to be paid
by the Tenant regardless of any endorsement on any check or any statement in any
letter accompanying the payment of the same, be construed as an accord and
satisfaction or in any manner other than as a payment on account by the Tenant.

     Section 2. Landlord agrees that upon Tenant's paying the rent and
performing and observing the agreements conditions and other provisions on its
part to be performed and observed, Tenant shall and may peaceably and quietly
have, hold and enjoy the demised premises during the term of this lease and any
extension thereof without any manner of hindrance or molestation by anyone
(including, without limitation, the City and Authority irrespective of any
termination or other action under or in connection with the Master Lease or
Sublease). Notwithstanding the foregoing, Landlord (and its officers, employees
and agents) and its creditors shall be permitted to have access to show, view
and inspect the premises at reasonable times and upon reasonable prior notice to
Tenant provided that they do not interfere with use or operations at the
premises.

     Section 3. The conditions and agreements in this lease contained to be kept
and performed by the parties hereto shall be binding upon and inure to the
benefit of said respective parties, their legal representatives, successors and
assigns (subject, however, to Article XI hereof, in the case of assignee's of
Tenant). Wherever in this lease reference is made to either of the parties, it
shall be held to include and apply to the successors and assigns of such party
as if in each case so expressed, unless the context requires otherwise and
regardless of the number or gender of such party.

     Section 4. This lease shall constitute the only agreement between the
parties relative to the demised premises and no oral statements and no prior
written matter not specifically incorporated herein shall be of any force or
effect. In entering into this lease, the Tenant relies solely upon the
representations and agreements contained herein. This agreement shall not be
modified (nor shall any provision be deemed waived) except by a writing executed
by both parties.

     Section 5. The section and article headings throughout this instrument are
for convenience and reference only and shall in no way be held to limit, define
or describe the scope or intent of this lease or in any way affect this lease.

     Section 6. This Lease shall be governed by and construed and enforced in
accordance with the laws of the Commonwealth of Massachusetts without regard to
its conflicts of laws provisions and the Landlord's Bankruptcy Court shall have
sole and exclusive jurisdiction over matters arising under or relating to this
Lease so long as Landlord's Bankruptcy Case is

                                      121

<PAGE>

continuing.

     Section 7. In any case where either party hereto is required to do any act,
delays caused by or resulting from Acts of God, war, civil commotion, fire,
flood or other casualty, unusually severe weather, or other causes beyond such
party's reasonable control shall not be counted in determining the time for
performance hereunder, whether such time be designated by a fixed date, a fixed
time or "a reasonable time", and such time shall be deemed to be extended by the
period of such delay, provided, however, that this provision shall not apply to
Articles XIII (except as otherwise expressly provided in the last sentence of
Subsection (2) of Section 2 thereof), XV, XVI or XXI of this Lease nor Section 2
of Article XXII.

     Section 8. Landlord shall not sell, lease or otherwise transfer or assign
the premises, this Lease nor any rights, interests or obligations hereunder,
whether absolutely, as collateral security or otherwise unless the purchaser,
lessee, transferee, assignee or other party first expressly agrees to assume all
obligations of Landlord under this Lease and agrees to recognize and comply with
all of the terms of this Lease and all of Tenant's rights hereunder and enters
into a direct agreement with Tenant in conformance with the foregoing, all in
form and substance reasonably acceptable to Tenant.

     Section 9. This Lease may be executed in multiple counterparts, each of
which shall be deemed an original and when taken together shall constitute one
and the same instrument.

     Section 10. Landlord represents and warrants to Tenant that the only
mortgage which is outstanding upon the Landlord's interest in the premises is
the First Leasehold Mortgage, Security Agreement, and Assignment of Lease and
Rents and Financing Statement (the "First Mortgage") from Landlord to Key Bank
dated February 29, 2000 recorded in the Bristol County Registry of Deeds in Book
4360 Page 166. Landlord agrees that upon execution and delivery of this Lease,
Landlord will simultaneously deliver to Tenant the Subordination,
Non-Disturbance and Attornment Agreement (The "SNDA") in the form attached
hereto as Exhibit F, which shall have been fully executed by both Landlord and
the holder of the First Mortgage, namely Key Bank. Tenant agrees that it will
execute and deliver to Key Bank a fully executed counterpart of the SNDA. Upon
request, from time to time, Tenant will also execute and deliver in favor of any
other holder a first mortgage upon the Landlord's interest in the premises, a
subordination, non-disturbance and attornment agreement in the form of the SNDA
attached hereto as Exhibit F with such changes thereto as such first mortgagee
requests provided that such changes have first been approved by Tenant.

                                  ARTICLE XXIII

                                List of Exhibits

     Section 1:  Exhibit A - Land
                 Exhibit B - Plan of demised premises
                 Exhibit C - Master Lease
                 Exhibit D - Sublease
                 Exhibit E - List of Warranties and Service Contracts
                 Exhibit F - SNDA

                                      122

<PAGE>

     EXECUTED under seal as of the day and year first above written.

LANDLORD:

                                             AEROVOX INCORPORATED


________________________                     /s/ ROBERT D. ELLIOTT
Witness                                      -----------------------------------
                                             ___________________________________

                                             TENANT:

                                             PARALLAX POWER
                                             COMPONENTS, LLC

________________________                      /s/ NATHAN J. MAZUREK
 Witness                                     -----------------------------------
                                             ___________________________________

                                      123

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.12
<SEQUENCE>14
<FILENAME>dex212.txt
<DESCRIPTION>PATENT ASSIGNMENT
<TEXT>
<PAGE>

                                                                    Exhibit 2.12

                                PATENT ASSIGNMENT

This PATENT ASSIGNMENT ("Assignment") is made and entered into as of this 26th
day of July, 2002 ("Effective Date"), by and between and Aerovox Incorporated, a
Delaware corporation, with a principal office at 167 John Vertente Blvd, New
Bedford, MA 02745-1221, as debtor-in-possession ("Assignor"), and Parallax Power
Components, a Delaware limited liability company, with a principal office at 122
East 42/nd/ Street, Suite 1115, New York, NY 10168 ("Assignee").

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

WHEREAS, pursuant to an Amended and Restated Asset Purchase Agreement dated as
of April 18, 2002 ("Asset Purchase Agreement"), Assignor, as
debtor-in-possession, is transferring certain of its assets (the "Acquired
Assets," as defined in the Asset Purchase Agreement) to Assignee;

WHEREAS, the Acquired Assets, including those United States and foreign patents
and patent applications identified and set forth on Schedule A (the "Patents"),
will be sold pursuant to the terms of various orders of the Bankruptcy Court
approving and authorizing such sale under Section 363 of the Bankruptcy Code;
and

WHEREAS, Assignee wishes to acquire and Assignor wishes to assign all right,
title and interest in and to the Patents;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Assignor does hereby sell, assign, transfer
and set over to Assignee, the entire right, title and interest in and to the
Patents, for the United States and for all foreign countries, including any
continuations, divisions, continuations-in-part, reissues, reexaminations,
extensions or foreign equivalents thereof, and including the subject matter of
all claims which may be obtained therefrom for its own use and enjoyment, and
for the use and enjoyment of its successors, assigns or other legal
representatives, as fully and entirely as the same would have been held and
enjoyed by Assignor if this Assignment and sale had not been made; together with
all income, royalties, damages or payments due or payable as of the Effective
Date or thereafter (to the extent such matters are not Excluded Assets as
defined in the Asset Purchase Agreement), including, without limitation, all
claims for damages by reason of past, present or future infringement or other
unauthorized use of the Patents, with the right to sue for, and collect the same

                                     -124-

<PAGE>

for its own use and enjoyment, and for the use and enjoyment of its successors,
assigns, or other legal representatives.

Assignor authorizes and requests the Commissioner of Patents and Trademarks to
record Assignee as owner of the Patents, including any continuations, divisions,
continuations-in-part, reissues, reexaminations or extensions thereof, and to
issue any and all letters patent of the United States thereon to Assignee, as
assignee of the entire right, title and interest in, to and under the same, for
the sole use and enjoyment of Assignee, its successors, assigns or other legal
representatives.

Assignor is transferring its right, title and interest in and to the Patents set
forth on Schedule A free and clear of any liens and encumbrances as set forth in
the Sale Approval Order (as defined in the Asset Purchase Agreement), that
pursuant to the Sale Approval Order it has full right to assign all of its
interests therein, and that it has not executed and will not execute any
agreement or other instrument in conflict herewith.

Assignor shall provide Assignee, its successors, assigns or other legal
representatives, cooperation and assistance at Assignee's request and expense
(including the execution and delivery of any and all affidavits, declarations,
oaths, exhibits, assignments, powers of attorney or other documentation as may
be reasonably required): (1) in the preparation and prosecution of any of the
patent applications assigned herein; and (2) in the implementation or perfection
of this Assignment.

Assignor hereby authorizes and empowers Assignee to invoke and claim for any
applications or letters patent included within the Patents the benefit of any
rights to which Assignor might be entitled under international law or under the
laws of any particular country (such as, without limitation, the right of
priority provided by the International Convention for the Protection of
Industrial Property, as amended) and to invoke and claim said rights without
further written or oral authorization from Assignor.

Assignor hereby consents that a copy of this Assignment shall be deemed a full
legal and formal equivalent of any assignment, consent to file, or like document
that may be required in any particular country for any purpose and more
particularly in proof of the right of Assignee to claim the aforesaid benefit of
the right of priority provided by the International Convention for the
Protection of Industrial Property, as amended.

Assignor covenants and agrees that this Assignment and all of the terms hereof
shall inure to the benefit of the successors, assigns, legal representatives, or
nominees of Assignee, without further written or oral authorization

                                     -125-

<PAGE>

from Assignor, and that this Assignment and all of the terms hereof are binding
on Assignor's successors, assigns, legal representatives or nominees.

                                   * * * * * *

IN TESTIMONY WHEREOF, the Assignor and Assignee have caused this Assignment to
be signed and executed by their undersigned duly authorized officers.

                          [SIGNATURE ON FOLLOWING PAGE]

                                     -126-

<PAGE>

Aerovox Incorporated                              Parallax Power Components, LLC

By: /s/ ROBERT D. ELLIOTT                         By:  /s/ NATHAN J. MAZUREK
    ---------------------                              -----------------------

Name: Robert D. Elliott                           Name: Nathan J. Mazurek
      -------------------                               ----------------------

Title: President & CEO                            Title: Authorized Person
       ------------------                                ---------------------


STATE OF                 )
COUNTY OF                )

On this 26th day of July, 2002, there appeared before me___________________ ,
personally known to me, who acknowledged that he signed the foregoing Assignment
as his voluntary act and deed on behalf and with full authority of Aerovox
Incorporated.

                                                       ________________________
                                                           Notary Public

STATE OF                 )
COUNTY OF                )

On this 26th day July, 2002 there appeared before me_______________________ ,
personally known to me, who acknowledged that he signed the foregoing Assignment
as his voluntary act and deed on behalf and with full authority of Parallax
Power Components, LLC.

                                                      _________________________
                                                           Notary Public

                                     -127-

<PAGE>

                                   SCHEDULE A

U.S. Patent Applications:

        Serial No.          Filing Date                Title

        09/562,422             5/1/00          Capacitor mounting

        08/675,270             7/1/96          Capacitor for mounting to an
                                               electric motor
U.S. Patents:

        Patent No.           Issue Date                Title

         5,381,301            1/10/95          Leak-tight and rupture proof,
                                               ultrasonically-welded, polymer-
                                               encased electrical capacitor
                                               with pressure sensitive circuit
                                               interrupter

         5,148,347            9/15/92          Polymer-encased electrical
                                               capacitor with pressure sensitive
                                               circuit interrupter

         5,019,934            5/28/91          Capacitor circuit interruption

         4,787,010           11/22/88          Impregnation and encapsulating
                                               material

         4,656,558             4/7/87          Electrical capacitor

         4,570,201            2/11/86          Capacitor

         4,467,392            8/21/84          Capacitor resistor

Foreign Patents and Patent Applications:

          Country                No.                     Title

           China             CN 1175319        Metallized film for electrical
                                               capacitors having a
                                               semiconductive layer

           Japan            JP 11501455        Metallized film for electrical
                                               capacitors having a
                                               semiconductive layer

          Canada             CA 1244898        Electrical capacitor

                                     -128-

<PAGE>


          Canada              CA 1202365       Voltage doubler circuit

          Canada              CA 1198186       Capacitor resistor

                                     -129-



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.13
<SEQUENCE>15
<FILENAME>dex213.txt
<DESCRIPTION>TRADEMARK ASSIGNMENT
<TEXT>
<PAGE>

                                                                    Exhibit 2.13

                              TRADEMARK ASSIGNMENT

This TRADEMARK ASSIGNMENT (the "Assignment") is made as of this 26th day of
July, 2002 (the "Effective Date"), by Aerovox Incorporated, a Delaware
corporation, with a principal office at 167 John Vertente Blvd, New Bedford, MA
02745-1221, as debtor-in-possession (the "Assignor").

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

WHEREAS, pursuant to an Amended and Restated Asset Purchase Agreement dated as
of April 18, 2002 (the "Asset Purchase Agreement"), Assignor, as
debtor-in-possession, is transferring certain of its assets (the "Acquired
Assets," as defined in the Asset Purchase Agreement) to Parallax Power
Components, a Delaware limited liability company with a principal office at 122
East 42/nd/ Street, Suite 1115, New York, New York 10168 (the "Assignee");

WHEREAS, the Acquired Assets, including those United States and foreign
trademark properties identified and set forth on Schedule A and any common law
trademark rights of Assignor used solely in connection with the Business and not
Excluded Assets under the Asset Purchase Agreement (the "Trademarks"), will be
sold pursuant to the terms of an order of the Bankruptcy Court approving and
authorizing such sale under Section 363 of the Bankruptcy Code;

WHEREAS, Assignor adopted, used and is using the Trademarks listed on Schedule A
hereto and to its knowledge it is the record owner of the United States and
foreign registrations of said Trademarks listed on Schedule A;

WHEREAS, Assignor is transferring its right, title and interest in and to the
Trademarks free and clear of any liens and encumbrances as set forth in the Sale
Approval Order (as defined in the Asset Purchase Agreement), that subject to the
Sale Approval Order it has full right to assign all of its interests therein,
and that it has not executed and will not execute any agreement or other
instrument in conflict herewith; and

WHEREAS, Assignee is desirous of acquiring all right, title and interest in and
to the said Trademarks, together with the goodwill symbolized thereby and the
United States and foreign registrations thereof;

         NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Assignor does hereby:

          A.   Sell, assign, transfer and set over to Assignee, the entire
worldwide right, title and interest in and to the Trademarks, for the United
States and for all foreign countries, the goodwill symbolized thereby, and the
United States and foreign registrations thereof;

                                     -130-

<PAGE>

          B.   Agree to execute any and all documents, agreements, affidavits or
other documents or filings necessary to implement the transfer of all rights,
title and interest in and to the Trademarks to Assignee as provided in this
Assignment;

          C.   Assign, transfer and convey to Assignee any income, royalties,
damages, or payment due or payable as of the date hereof or hereafter with
respect to the Trademarks, including without limitation all rights of action at
law and suits in equity to recover for infringement or unauthorized use of the
Trademarks currently known to and/or being prosecuted by Assignor as of the date
hereof or that may become known after the date of this Assignment, to the extent
that such matters are not Excluded Assets under the Asset Purchase Agreement;

          D.   Covenant and agree that this Assignment and all of the terms
hereof shall inure to the benefit of the successors, assigns, legal
representatives, or nominees of Assignee, without further written or oral
authorization from Assignor and that this Assignment and all of the terms hereof
are binding on Assignor's successors, assigns, legal representatives or
nominees.

                  [Remainder of page intentionally left blank]

                                     -131-

<PAGE>

                              AEROVOX INCORPORATED


                                          By: /s/ ROBERT D. ELLIOTT
                                              --------------------------------

                                          Name:_______________________________

STATE OF                )
                        : ss:-
COUNTY OF               )

Signed before me this _____________________ day of ___________, 2002.


                                          ____________________________________
                                                         Notary Public

                                          My commission expires:______________

                                     -132-

<PAGE>

                                   SCHEDULE A
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Country      Regis. No.          Mark                 Goods/Service and/or Class          Issued
- ------------------------------------------------------------------------------------------------------------
<S>          <C>                 <C>                  <C>                                 <C>
USA          0926,746            BLUE MIKE            Electrical capacitors, IC 9         1/11/72
- ------------------------------------------------------------------------------------------------------------
USA          1,988,810           AEROFILM             Electrical capacitors, IC 9         7/23/96
- ------------------------------------------------------------------------------------------------------------
USA          1,044,742           AEROMET              Electrical capacitors, IC 9         7/27/76
- ------------------------------------------------------------------------------------------------------------
USA          1,049,455           AEROVOX              Electrical capacitors, IC 9         10/5/76
- ------------------------------------------------------------------------------------------------------------
USA          1,328,219           AEROFILTER           Electrical capacitors, IC 9         4/2/85
- ------------------------------------------------------------------------------------------------------------
USA          1,392,836           SUPERNOL             Chemicals, namely, impregnating     5/13/86
                                                      fluids for use with capacitors,
                                                      IC 1
- ------------------------------------------------------------------------------------------------------------
USA          1,455,091           SUPERMET             Electrical capacitors, IC 9         9/1/87
- ------------------------------------------------------------------------------------------------------------
USA          1,476,645           AEROVAR              Electrical capacitors, IC 9         2/16/88
- ------------------------------------------------------------------------------------------------------------
USA          1,477,479           AEROMATIC            Electrical capacitor power factor   2/23/88
                                                      conversion units, IC 9
- ------------------------------------------------------------------------------------------------------------
USA          1,477,480           AEROSTOR             Electrical capacitors, IC 9         2/23/88
- ------------------------------------------------------------------------------------------------------------
USA          1,478,419           AEROFOIL             Electrical capacitors, IC 9         3/1/88
- ------------------------------------------------------------------------------------------------------------
USA          2,022,578           AEROMAX              Electrical capacitors, IC 9         12/10/96
- ------------------------------------------------------------------------------------------------------------
Australia    A44955              AEROVOX              IC 9                                2/20/96
- ------------------------------------------------------------------------------------------------------------
Benelux      83861               AEROVOX              IC 9                                App. Date. 12/1/71
- ------------------------------------------------------------------------------------------------------------
Brazil       003479064           AEROVOX              IC 9                                4/6/77
- ------------------------------------------------------------------------------------------------------------
Brazil       817663738           AERO M               IC 9                                10/3/95
- ------------------------------------------------------------------------------------------------------------
Canada       365556              AEROFILTER           N/A                                 2/16/90
- ------------------------------------------------------------------------------------------------------------
Canada       357931              AEROFOIL             N/A                                 6/30/89
- ------------------------------------------------------------------------------------------------------------
Canada       362713              AEROKRAFT            N/A                                 11/10/89
- ------------------------------------------------------------------------------------------------------------
Canada       362083              AEROMATIC            N/A                                 11/03/89
- ------------------------------------------------------------------------------------------------------------
Canada       373016              AEROMET              N/A                                 9/7/90
- ------------------------------------------------------------------------------------------------------------
Canada       362611              AEROPAK              N/A                                 11/03/89
- ------------------------------------------------------------------------------------------------------------
Canada       365555              AEROSTOR             N/A                                 2/16/90
- ------------------------------------------------------------------------------------------------------------
Canada       357932              AEROVAR              N/A                                 6/30/89
- ------------------------------------------------------------------------------------------------------------
Canada       363561              AEROVOX M            N/A                                 11/17/89
- ------------------------------------------------------------------------------------------------------------
Canada       361115              AEROVOX              N/A                                 10/27/89
- ------------------------------------------------------------------------------------------------------------
Canada       445583              AERO M               N/A                                 7/28/95
- ------------------------------------------------------------------------------------------------------------
Colombia     120537              AEROVOX              IC 9                                8/31/92
- ------------------------------------------------------------------------------------------------------------
Denmark      VR 1990 07696       AEROVOX              IC 9                                11/30/90
- ------------------------------------------------------------------------------------------------------------
France       1,402,285           AEROVOX              IC 9                                4/7/87
- ------------------------------------------------------------------------------------------------------------
Germany      614,656             AEROVOX              IC 9                                6/21/80
- ------------------------------------------------------------------------------------------------------------
Hong Kong    1823/1990           AEROVOX              IC 9                                11/9/95
- ------------------------------------------------------------------------------------------------------------
</TABLE>

                                     -133-

<PAGE>

- --------------------------------------------------------------------------------
India            388761            AEROVOX            IC 9           4/14/96
- --------------------------------------------------------------------------------
Israel           65917             AEROVOX            IC 9           5/14/92
- --------------------------------------------------------------------------------
Italy            753876            AEROVOX            IC 9           7/22/66
- --------------------------------------------------------------------------------
Japan            2178020           AEROVOX            Jap 11         10/31/89
- --------------------------------------------------------------------------------
Korea            157,270           AEROVOX            Kor 39         7/21/88
- --------------------------------------------------------------------------------
Mexico           354537            AEROVOX            IC 9           10/27/88
- --------------------------------------------------------------------------------
Mexico           453162            AERO M             IC 9           2/25/94
- --------------------------------------------------------------------------------
Mexico           475564            ACCU-VAR           IC 9           9/29/94
- --------------------------------------------------------------------------------
Mexico           505285            AEROMAX            IC 9           9/26/95
- --------------------------------------------------------------------------------
Philippines      47633             AEROVOX            IC 9           3/22/90
- --------------------------------------------------------------------------------
Singapore        1328/87           AEROVOX            IC 9           3/25/87
- --------------------------------------------------------------------------------
Spain            64,810            AEROVOX            IC 9           12/6/27
- --------------------------------------------------------------------------------
Sweden           227 269           AEROVOX            IC 9           10/25/91
- --------------------------------------------------------------------------------
Taiwan           272647            AEROVOX            Tai 95         02/01/85
- --------------------------------------------------------------------------------
U.K.             1,304,195         AEROVOX            IC 9           4/29/94
- --------------------------------------------------------------------------------
Venezuela        13,636            AEROVOX            IC 9           7/8/42
- --------------------------------------------------------------------------------

                                     -134-



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.14
<SEQUENCE>16
<FILENAME>dex214.txt
<DESCRIPTION>NONCOMPLETE AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 2.14

                            NON-COMPETITION AGREEMENT

                                                                   July 26, 2002

Parallax Power Components, LLC
122 East 42nd Street
Suite 1115
New York, NY 10168

Gentlemen:

          Reference is hereby made to the Amended and Restated Asset Purchase
Agreement, dated as of April 18, 2002 (the "APA"), between PARALLAX POWER
COMPONENTS, LLC, a Delaware limited liability company ("Buyer"), and AEROVOX
INCORPORATED, a Delaware corporation ("Seller"). All terms used but not
otherwise defined herein shall have the same meanings as used in the APA.

          In order to induce Buyer to enter into and to consummate the
transactions contemplated by the APA, the undersigned: (i) Seller; (ii) Aerovox
de Mexico, S.A. de C.V., a subsidiary of Seller organized under the laws of
Mexico ("Aerovox Mexico"); (iii) Nueva Generacion Manufacturas, S.A. de C.V., a
corporation organized under the laws of Mexico ("NGM"), which is purchasing
certain assets and businesses of Seller and/or Aerovox Mexico relating to the
production facility located in Mexico City, Mexico pursuant to the terms of the
Aerovox Mexico Purchase Agreement (as defined below); and (iv) Enrique Sanchez
Aldunate ("Sanchez"), a director, officer and/or stockholder of each of Aerovox
Mexico and NGM (collectively, the "Non-Competition Parties"), hereby, represent
and warrant to, and agree with, Buyer, for themselves and their respective
successors and assigns, as follows:

          1. For the period of three (3) years from and after the date hereof,
the Non-Competition Parties shall not engage, directly or indirectly (whether as
stockholder, partner, member, officer, director, employee, consultant, agent or
in any other capacity), in any business activity involving the sale and
distribution of the products set forth on Exhibit A annexed hereto and made a
part hereof (the "Products") to Universal Lighting Technologies, Inc. and/or its
subsidiaries, affiliates, successors and assigns.

          2. Each of the parties to this Agreement hereby acknowledge and agree
that, in view of the nature of the subject matter of this Agreement, it would be
impracticable and extremely difficult to determine the actual damages to Buyer
in the event of a breach of this Agreement by any of the Non-Competition
Parties. Accordingly, in the event that any of the Non-Competition Parties shall
commit a breach, or threatens to commit a breach, of any of the provisions of
Section 1 hereof, then Buyer shall have the following rights and remedies
against the Non-Competition Parties:

<PAGE>

                   (a) the right and remedy to have the provisions of this
Agreement specifically enforced by any court having equity jurisdiction, it
being acknowledged and agreed that any such breach or threatened breach will
cause irreparable injury to Buyer; and

                   (b) subject to the provisions of Section 5 hereof, the right
and remedy to require the Non-Competition Parties to account for and pay over to
Buyer all profits derived or received by any of the Non-Competition Parties as
the result of any transactions constituting a breach of any of the provisions of
Section 1 hereof, and the undersigned hereby agrees to account for and pay over
such profits to Buyer. Each of the rights and remedies set forth in this Section
2 shall be independent of the other, and shall be severally enforceable, and all
of such rights and remedies shall be in addition to, and not in lieu of, any
other rights and remedies available to Buyer at law or in equity.

               3.  In the event that any of the covenants set forth in Section 1
hereof, or any part thereof, is held to be unenforceable because of the duration
of such provision or the geographic area covered thereby, the undersigned hereby
agrees that the court making such determination shall have the power to reduce
the duration and/or area of such provision and, in its reduced form, said
provision shall then be enforceable. The invalidity or unenforceability of any
term or provision of this Agreement shall in no way impair or affect the balance
thereof, which shall remain in full force and effect.

               4.  This Agreement shall be construed, and the legal relations
between the parties hereto determined, in accordance with the internal laws of
the State of New York, without giving effect to principles of conflicts of law,
and the legal tribunals of the State of New York shall be the sole forum for
resolving any claim, action or demand arising out of or relating to this
Agreement.

               5.  The obligations of NGM and Sanchez under this Agreement shall
be joint and several in nature so long as Sanchez and/or any of his family
members or affiliates is an officer, director or stockholder of, or has any
pecuniary interest in, NGM; provided, however, that, if Sanchez no longer has
any such affiliation or interest in NGM, then the obligations of NGM and Sanchez
hereunder shall be and remain several but not joint. The obligations of Seller
and Aerovox Mexico hereunder shall in all events be joint and several in nature.
In no event shall: (i) Seller or Aerovox Mexico be liable to Buyer for any
breach of this Agreement on the part of NGM and/or Sanchez; and (ii) NGM or
Sanchez be liable to Buyer for any breach of this Agreement on the part of
Seller and/or Aerovox Mexico; and (iii) NGM or Sanchez be liable to Buyer for
any breach of this Agreement on the part of the other (but such liability shall
continue on a several but not joint basis) if, at the time of such breach and
for so long as such breach shall continue, neither Sanchez nor any of his family
members and/or affiliates is an officer, director or stockholder of, or has any
pecuniary interest in, NGM. Subject to the provisions of Section 6 below, this
Agreement shall be binding upon each of the Non-Competition Parties and their
respective successors and assigns and affiliates

<PAGE>

               6.  The Non-Competition Parties are also parties to the Agreement
to Purchase certain Assets of Aerovox Incorporated and Aerovox de Mexico, dated
as of April 19, 2002 (the "Aerovox Mexico Purchase Agreement"), relating to the
sale and purchase of certain assets at the facility located in Mexico City,
Mexico. The parties hereby acknowledge that, in the event that the transactions
contemplated by the Aerovox Mexico Purchase Agreement shall be consummated after
the Closing under the APA, then this Agreement shall at all times be effective
as to, and binding in all respects upon, Seller and Aerovox Mexico; provided,
however, that this Agreement shall not be effective as to, or binding upon,
either NGM or Sanchez until such time as the closing under the Aerovox Mexico
Purchase Agreement shall be consummated. In the event, however, that the Aerovox
Mexico Purchase Agreement shall be terminated for any reason at any time after
the Closing under the APA, then this Agreement shall be null and void and
without further force or effect as to NGM and Sanchez only (but shall be
effective as to Seller and Aerovox Mexico) and neither of NGM or Sanchez shall
have any obligations or liabilities hereunder.

                                       Very truly yours

                                       AEROVOX INCORPORATED


                                       By: /s/ F. RANDAL HUNT
                                           -------------------------------------


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


                                       By: /s/ ROBERT D. ELLIOTT
                                           -------------------------------------


                                       NUEVA GENERACION MANUFACTURAS,
                                       S.A. de C.V.

                                       By:  /s/ ENRIQUE SANCHEZ A.
                                            ------------------------------------


Accepted and Agreed:

PARALLAX POWER COMPONENTS, LLC

                                        By: /s/ NATHAN J. MAZUREK
                                            ------------------------------------


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.15
<SEQUENCE>17
<FILENAME>dex215.txt
<DESCRIPTION>IT ACCESS AGREEMENT
<TEXT>
<PAGE>

                                                                    Exhibit 2.15

                     INFORMATION TECHNOLOGY ACCESS AGREEMENT

         THIS INFORMATION TECHNOLOGY ACCESS AGREEMENT (OR IT NETWORK ACCESS
AGREEMENT) (THE "AGREEMENT") IS MADE AND ENTERED INTO AS OF JULY 26, 2002, (THE
"EFFECTIVE DATE") BY AND AMONG NUEVA GENERACION MANUFACTURAS S.A. DE C.V., A
MEXICAN CORPORATION ("NGM"), AND PARALLAX POWER COMPONENTS, LLC, A DELAWARE
LIMITED LIABILITY COMPANY (THE "SERVICE PROVIDER").

                                   BACKGROUND

         PURSUANT TO THE TERMS OF THE AMENDED AND RESTATED ASSET PURCHASE
AGREEMENT, DATED AS OF APRIL 18, 2002(THE "APA"), SERVICE PROVIDER, AS BUYER,
AND AEROVOX INCORPORATED ("AEROVOX"), AS SELLER, SERVICE PROVIDER HAS ACQUIRED
CERTAIN INTANGIBLE PROPERTY WHICH IS UTILIZED IN CONNECTION WITH PROVIDING THE
SERVICES (AS DEFINED BELOW). SERVICE PROVIDER DESIRES TO PROVIDE THE SERVICES
UPON THE TERMS AND PROVISIONS HEREINAFTER SET FORTH:

         NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED
HEREIN, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND
SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE PARTIES HEREBY AGREE AS
FOLLOWS:

         1. IT NETWORK ACCESS. DURING THE TERM OF THIS AGREEMENT (THE "SERVICE
PERIOD"), THE SERVICE PROVIDER HEREBY (A) AGREES TO PROVIDE NGM IN THE ORDINARY
COURSE OF NGM'S BUSINESS WITH: (I) INTERNET ACCESS AND CONNECTIVITY, (II) ACCESS
AND USE OF THE VIRTUAL PRIVATE NETWORK PURCHASED BY THE SERVICE PROVIDER FROM
AEROVOX PURSUANT TO THE APA AND (III) E-MAIL SERVICE; AND (B) AGREES TO PROVIDE
NGM WITH ACCESS TO AND USE OF, AND GRANTS NGM A NON-EXCLUSIVE, ROYALTY FREE
RIGHT AND LICENSE TO ACCESS AND USE, IN THE ORDINARY COURSE OF NGM'S BUSINESS,
THE PRMS DATABASE RELATING TO PRODUCTS PRODUCED AT NGM'S MEXICO CITY, MEXICO
PRODUCTION FACILITY AND ALL

<PAGE>

RELATED SOFTWARE AND TOOLS CURRENTLY PROVIDED TO AEROVOX DE MEXICO, S.A. DE C.V.
BY AEROVOX (THE FOREGOING BEING HEREINAFTER COLLECTIVELY REFERRED TO AS THE
"SERVICES"), IN EACH CASE IN A SUBSTANTIALLY EQUIVALENT SCOPE TO THAT USED BY
SERVICE PROVIDER IN ITS BUSINESS. ALL SERVICES ARE BEING FURNISHED BY SERVICE
PROVIDER HEREUNDER ON AN "AS IS, WHERE IS" BASIS, AND WITHOUT ANY REPRESENTATION
OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER, WHETHER EXPRESS OR IMPLIED.

         2.   SUPPORT. DURING THE SERVICE PERIOD, THE SERVICE PROVIDER SHALL
PROVIDE SUCH COOPERATION AND SUPPORT TO NGM AS MAY BE REASONABLY REQUIRED TO
ENABLE NGM TO ACCESS AND USE THE SERVICES.

         3.   FEES; PAYMENT. (A) AS CONSIDERATION FOR THE SERVICES TO BE
              PROVIDED TO NGM HEREUNDER, NGM SHALL PAY SERVICE PROVIDER MONTHLY
              FEES IN ADVANCE AS FOLLOWS:

         (I)  NGM SHALL PAY SERVICE PROVIDER A FEE EQUAL TO US$3,000 PER MONTH
FOR THE SERVICES DESCRIBED IN SECTION 1(A) HEREOF; AND

         (II) NGM SHALL PAY SERVICE PROVIDER A FEE EQUAL TO US$1,500 PER MONTH
FOR THE SERVICES DESCRIBED IN SECTION 1(B) ABOVE.

         (B) SERVICE PROVIDER SHALL INVOICE NGM MONTHLY IN ADVANCE FOR SERVICES
RENDERED HEREUNDER. ALL FEES DUE HEREUNDER SHALL BE PAYABLE IN UNITED STATES
DOLLARS WITHIN TEN (10) DAYS AFTER INVOICE. SERVICE PROVIDER SHALL RETAIN ANY
FEES PAID BY NGM IN RESPECT OF THE MONTH DURING WHICH ANY TERMINATION HEREOF
SHALL OCCUR.

         4.   TERM; TERMINATION. (A) THE TERM OF THIS AGREEMENT SHALL COMMENCE
ON THE DATE HEREOF AND CONTINUE FOR A PERIOD OF (I) SIX (6) MONTHS HEREAFTER
WITH RESPECT TO THE SERVICES DESCRIBED IN SECTION 1(A) ABOVE, AND (II) THREE (3)
MONTHS WITH RESPECT TO THE SERVICES

<PAGE>

DESCRIBED IN SECTION 1(B) ABOVE (IN EACH CASE WITHOUT ANY EXTENSION OR RENEWAL
PERIOD), UNLESS SOONER TERMINATED AS HEREINAFTER PROVIDED.

            (B) NGM MAY TERMINATE THIS AGREEMENT AS TO THE SERVICES PROVIDED
PURSUANT TO EITHER SECTION 1(A) OR SECTION 1(B) ABOVE OR AS TO ALL SERVICES
PROVIDED HEREUNDER AT ANY TIME BY GIVING WRITTEN NOTICE OF TERMINATION TO THE
SERVICE PROVIDER NOT LESS THAN FIVE (5) DAYS PRIOR TO THE EFFECTIVE DATE OF
TERMINATION OF THE APPLICABLE SERVICES.

            (C) EITHER PARTY MAY TERMINATE THIS AGREEMENT IF THE OTHER PARTY
BREACHES THIS AGREEMENT IN ANY MATERIAL RESPECT AND FAILS TO REMEDY SUCH BREACH
WITHIN THIRTY (30) DAYS FOLLOWING RECEIPT OF WRITTEN NOTICE FROM THE
NON-BREACHING PARTY SPECIFYING IN REASONABLE DETAIL THE NATURE OF THE BREACH. IN
ADDITION, SERVICE PROVIDER MAY TERMINATE THIS AGREEMENT IF EITHER NGM OR ENRIQUE
SANCHEZ ALDUNATE ("SANCHEZ") BREACHES THE NONCOMPETITION AGREEMENT TO WHICH
SERVICE PROVIDER, NGM AND SANCHEZ ARE PARTIES OF EVEN DATE HEREWITH IN ANY
MATERIAL RESPECT AND FAILS TO REMEDY SUCH BREACH WITHIN THIRTY (30) DAYS
FOLLOWING RECEIPT OF WRITTEN NOTICE FROM THE SERVICE PROVIDER SPECIFYING THE
NATURE OF THE ALLEGED BREACH.

         5. Notices. 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, to the
parties at their respective addresses set forth on the signature page of this
Agreement. 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.

         6. Assignment. This Agreement may not be assigned by NGM without the

<PAGE>

prior written consent of the Service Provider , provided, however, that NGM may
assign this Agreement and its rights and obligations hereunder to a successor of
such party by way of merger, consolidation or acquisition of all or
substantially all of the assets or business of such assigning party so long as
such successor shall agree to be bound by all of the terms and provisions
hereof. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.

            7. Entire Agreement; Amendment. This Agreement constitutes the
entire Agreement among the parties with respect to the subject matter hereof
and, unless otherwise provided herein, supersedes all prior agreements or
understandings written or oral in respect thereof. This Agreement may be
amended, modified, superseded, canceled, renewed, or extended, and the terms or
covenants hereof may be waived, only by a written instrument signed by all the
parties hereto, or in the case of a waiver, by the party waiving compliance.

            8. Waiver of Breach. The failure of any party at any time or times
to require performance of any provision hereof shall in no manner affect that
party's right at a later time to enforce the same. No waiver by any party of the
breach of any term or covenant contained in this Agreement, whether by conduct
or otherwise, in any one or more instances, shall be deemed to be, or construed
as, a further or continuing waiver of any such breach, or a waiver of the breach
of any other term or covenant contained in this Agreement.

         9. Headings. The paragraph headings contained herein are for
convenience and reference only, and shall be given no effect in the
interpretation of any term or condition of this Agreement.

                                   END OF TEXT
                             SIGNATURE PAGE FOLLOWS

<PAGE>

         IN WITNESS WHEREOF the parties have executed this IT Network Access
Agreement as of the day and year first above written.

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


                                 By: /s/ ENRIQUE SANCHEZ A.
                                     ----------------------

                                 _____________________________


             Address for Notice: _____________________________
                                 _____________________________
                                 _____________________________


SERVICE PROVIDER                 Parallax Power Components, LLC

                                 By: /s/ NATHAN J. MAZUREK

                                 _____________________________


             Address for Notice: _____________________________
                                 _____________________________
                                 _____________________________

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.16
<SEQUENCE>18
<FILENAME>dex216.txt
<DESCRIPTION>PURCHASE PRICE RECEIPT
<TEXT>
<PAGE>

                                                                    Exhibit 2.16

                                  R E C E I P T

     THE UNDERSIGNED, AEROVOX INCORPORATED, a Delaware corporation ("Seller"),
hereby acknowledges receipt from PARALLAX POWER COMPONENTS, LLC, a Delaware
limited liability company ("Buyer"), of SIX MILLION SIX HUNDRED SIXTY FOUR
THOUSAND AND NO/100 DOLLARS ($6,664,000), representing payment of the Purchase
Price pursuant to that certain Amended and Restated Asset Purchase Agreement,
dated as of April 18, 2002, between Buyer and Seller.

Dated: July 26th, 2002

                                                  AEROVOX INCORPORATED



                                                  By: /s/ ROBERT D. ELLIOTT
                                                      ---------------------

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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