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                                                                   Exhibit 10.1



                        SHARE SALE AND PURCHASE AGREEMENT
                          AND ASSIGNMENT OF SHARES IN


                     AAVID THERMALLOY GERMANY HOLDINGS GMBH


     Today, on July 11, 2002 (two thousand and two), appeared before me,

                               DR. HEINZ KEILBACH

     Notary Public in Passau, with his business seat at 94032 Passau, Gro(beta)e
     Klingergasse 2a, Germany

     1.   Mr. Ralph Hummel

     identified by his identity card and acting not for himself, but on behalf
     of

                        AAVID THERMAL TECHNOLOGIES, INC.
                                   (Delaware)
                          One Eagle Square, Suite 509,
                          Concord, New Hampshire 03301
                                     U.S.A.

                                   - SELLER -

     based on certified and, by adding of an Apostille, legalized
     Power-of-Attorney dated July 2, 2002, presented as original and attached as
     copy

     and


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     2. Mr. Stefan Petters

     personally known to me and acting not for himself, but on behalf of


        ELECTROVAC FABRIKATION ELECTROTECHNISCHER SPEZIALARTIKEL GES MBH
                     Aufeldgasse 37-39, 3400 Klosterneuburg
                               Osterreich/Austria

                                  - PURCHASER -

     based on certified Power-of-Attorney dated July 10, 2002 presented as
     original and attached as copy.

     At the request of the persons appearing I record, after denial of prior
     involvement, in accordance with his statements the following:



                                                                  EXECUTION COPY

                                       2

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                        SHARE SALE AND PURCHASE AGREEMENT


                               DATED JULY 11, 2002


                                     BETWEEN


                        AAVID THERMAL TECHNOLOGIES, INC.,

                                   AS SELLER,

                                       AND

        ELECTROVAC FABRIKATION ELECTROTECHNISCHER SPEZIALARTIKEL GESMBH,

                                  AS PURCHASER.



                                       3

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TABLE OF CONTENTS

<TABLE>
<CAPTION>

SECTION                                                                                                         PAGE

<S>                                                                                                              <C>
1.    DEFINITIONS AND INTERPRETATION..............................................................................2

   1.1.     DEFINITIONS.  IN THIS AGREEMENT:......................................................................2
   1.2.     INTERPRETATION........................................................................................5

2.    SALE AND PURCHASE OF THE SHARES.............................................................................7


3.    PURCHASE PRICE AND PAYMENT..................................................................................8


4.    CLOSING AND POST-CLOSING....................................................................................8


5.    REPRESENTATIONS AND WARRANTIES OF THE SELLER................................................................9

   5.1.     POWER AND AUTHORITY..................................................................................10
   5.2.     ACCURACY OF INFORMATION..............................................................................10
   5.3.     STANDING OF AAVID GERMANY AND THE COMPANIES..........................................................11
   5.4.     TITLE TO THE SHARES; AAVID GERMANY'S CURAMIK SHARES AND THE SUBSIDIARY SHARES........................11
   5.5.     OTHER SUBSIDIARIES, ASSOCIATIONS AND BRANCHES........................................................12
   5.6.     THE ACCOUNTS AND THE PRE-CLOSING ACCOUNTS............................................................13
   5.7.     UNDISCLOSED LIABILITIES..............................................................................14
   5.8.     CONDUCT OF BUSINESS BETWEEN THE ACCOUNTS DATE AND THE CLOSING DATE...................................15
   5.9.     DIVIDENDS............................................................................................16
   5.10.    SUBSIDIES ETC........................................................................................16
   5.11.    REAL PROPERTY AND OTHER ASSETS.......................................................................17
   5.12.    INTELLECTUAL PROPERTY................................................................................18
   5.13.    AGREEMENTS...........................................................................................20
   5.14.    ANTI-COMPETITIVE ARRANGEMENTS........................................................................21
   5.15.    NO POWERS OF ATTORNEY................................................................................21
   5.16.    INSIDER CONTRACTS....................................................................................21
   5.17.    MARKETING INFORMATION................................................................................22
   5.18.    CUSTOMERS............................................................................................22
   5.19.    LITIGATION AND COMPLAINTS............................................................................22
   5.20.    LICENSES AND COMPLIANCE WITH LAWS....................................................................22
   5.21.    EMPLOYEES............................................................................................23
   5.22.    ENVIRONMENTAL........................................................................................25
   5.23.    INSURANCE............................................................................................26
   5.24.    NO ILLEGAL OR IMPROPER TRANSACTIONS..................................................................27
   5.25.    TAX..................................................................................................27
   5.26.    BROKERS..............................................................................................28
   5.27.    INDEBTEDNESS ETC BETWEEN ANY OF THE MEMBERS OF THE SELLER GROUP......................................28

6.    REPRESENTATIONS AND WARRANTIES OF THE PURCHASER............................................................28

   6.1.     POWER AND AUTHORITY OF THE PURCHASER.................................................................28
   6.2.     CONSENTS AND APPROVALS...............................................................................29
   6.3.     DUE DILIGENCE........................................................................................29
   6.4.     BROKERS..............................................................................................29
</TABLE>


                                       i
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ii

<TABLE>
<S>                                                                                                              <C>
7.    CLOSING CONDITIONS.........................................................................................30
   7.1.     CONDITIONS TO SELLER'S OBLIGATIONS TO CLOSE..........................................................30
   7.2.     CONDITIONS TO THE OBLIGATIONS OF PURCHASER TO CLOSE..................................................30

8.    INDEMNIFICATION - GENERAL..................................................................................31
   8.1.     BREACH OF THE WARRANTIES.............................................................................31
   8.2.     COMMERCIAL, GOVERNMENTAL AND CONTRACTUAL LIABILITIES.................................................33
   8.3.     ENVIRONMENTAL REMEDIATION LIABILITIES................................................................34
   8.4.     SELLER'S LIABILITY...................................................................................35
   8.5.     LIMITATION OF SELLER'S LIABILITY.....................................................................35
   8.6.     PURCHASER'S LIABILITY................................................................................36

9.    NOTICES....................................................................................................37

10.      TERMINATION; TERMINATION FEE............................................................................38
   10.1.    TERMINATION..........................................................................................38
   10.2.    EFFECT OF TERMINATION................................................................................38
   10.3.    TERMINATION FEE......................................................................................38

11.      MISCELLANEOUS...........................................................................................39

12.      GOVERNING LAW AND DISPUTES..............................................................................40
</TABLE>

SCHEDULES

2              Material Agreements
5.4.2          Aavid Germany Share Capital
5.4.3          Curamik Share Capital
5.4.5          Outstanding obligations, warrants, options, pre-emptive rights
5.4.6          Liens and Security Interests
5.4.7          Voting agreements or other shareholder agreements
5.5.2          Branches or permanent establishments outside of Germany
5.6.1(c)       Non-conforming financial statement preparation procedures re:
               Accounts
5.6.1(d)       Capital Commitments Re: Accounts
5.6.2(c)       Non-conforming financial statement preparation procedures re:
               Pre-Closing Accounts
5.6.2(d)       Capital Commitments Re: Pre-Closing Accounts
5.6.3          Accounts Receivable Aging
5.6.4          Payments Re: post-closing date services/expenses
5.8.3(j)       Material investments in fixed assets
5.8.4          Related party payment transactions
5.10.1A        Grants, subsidies and instruments pertaining to the receipt of
               financial assistance, trade secrets, etc.(confidential)
5.10.1B        Grants, subsidies and instruments pertaining to the receipt of
               financial assistance (non-confidential)
5.11.1         Real Property
5.11.2         Material defects
5.11.3         Effect of consummation of sale of Shares on Leases

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iii

5.12.1         Intellectual property infringement claims
5.12.2         Registered intellectual property rights
5.12.6         Intellectual property rights held by Seller Group and third
               parties
5.13.5         Sole source suppliers; canceled orders and threats to cancel
               orders
5.16.1         Insider contracts
5.21.2         List of employees
5.21.3         Consulting agreements
5.21.5         Commissions and non-salary remuneration
5.21.6         Severance, redundancy payment obligations
5.21.9         Employee benefit plans
5.21.12        Collective bargaining, shop or similar agreements
5.21.14        Persons who may be owed obligations under the Employee Inventions
               Act
5.21.15        Violations of workers' health and/or safety laws, regulations,
               rules and standards
5.22.3         Environmental assessment reports
5.23           Insurance
5.25.1         Tax returns and taxes - open items
5.25.2         Taxes paid or reserved for
5.25.3         Tax penalties, fines, interest
5.25.4         Tax audits, investigations, etc.

EXHIBITS

A        Accounts
B        Share Transfer Agreement
C        Articles of Association of Aavid Germany and the Companies
D        Form of Assumption of Subsidy Obligations

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                        SHARE SALE AND PURCHASE AGREEMENT

This share sale and purchase agreement is made on July 11, 2002

BETWEEN

(1)  Aavid Thermal Technologies, Inc., a corporation duly incorporated,
     organized and validly existing in good standing under the laws of Delaware,
     having its principal office located at One Eagle Square, Suite 509,
     Concord, New Hampshire 03301 ( "SELLER"); and

(2)  Electrovac Fabrikation Electrotechnischer Spezialartikel GesmbH, a company
     duly incorporated, organized and validly existing under the laws of
     Austria, having its principal office located at Aufeldgasse 37-39, 3400
     Klosterneuburg, Austria, (the "PURCHASER").

WHEREAS

A.   Aavid Thermalloy Germany Holdings GmbH, registered under number HRB 2253
     with the Commercial Register of the Municipal Court in Weiden/Oberpfalz,
     (the "AAVID GERMANY") is a limited liability company incorporated in
     Germany, having a registered share capital of Euro25,000 divided into one
     share with the following nominal value: Euro25,000 (the "SHARES").

B.   curamik electronics GmbH, registered under number HRB 632 with the
     Commercial Register of the Municipal Court in Weiden/Oberpfalz ("CURAMIK"),
     is a limited liability company incorporated in Germany, having a registered
     share capital of Euro25,650 divided into three shares with the following
     nominal values: Euro22,950, Euro2,500 and Euro200 (the "CURAMIK SHARES").

C.   Curamik Electronics, Inc. (the "SUBSIDIARY") is a corporation organized
     under the laws of Texas which is authorized to issue 1,000,000 shares of
     common stock 1,000 of which are issued and outstanding (the "SUBSIDIARY
     SHARES").

D.   Seller owns all of the Shares.

E.   Aavid Germany owns Curamik Shares constituting Euro22,950 of Curamik's
     registered share capital.

F.   Mr. Peter Maier, residing at Hugo Dietz-Strasse 19, 91207 Lauf a.d.
     Pegnitz, Germany ("MR. MAIER"), owns Curamik Shares constituting Euro2,500
     of Curamik's registered share capital.

G.   Dr. Jurgen Schulz-Harder, residing at Hugo Dietz-Strasse 32, 91207 Lauf
     a.d. Pegnitz, Germany ("DR. SCHULZ-HARDER"), owns Curamik Shares
     constituting Euro200 of Curamik's registered share capital..

H.   Curamik owns all of the Subsidiary Shares.

I.   Curamik is engaged in the business of developing, manufacturing and selling
     electronic components and devices consisting wholly or in part, of direct
     bonded copper substrate

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2


     materials ("DBC COMPONENTS"). The Subsidiary is engaged in the business of
     selling DBC Components manufactured by Curamik.

J.   The Seller wishes to sell and the Purchaser wishes to purchase all the
     Shares, pursuant to the terms, and subject to the conditions set forth in
     this Agreement.

NOW, THEREFORE, the Parties hereto agree as follows:

1.   DEFINITIONS AND INTERPRETATION

1.1. Definitions. In this Agreement:

     "ACCOUNTING PRINCIPLES" means the accounting principles that have been
     consistently applied for each of the financial years immediately preceding
     the Accounts Date for Aavid Germany and each of the Companies, and are (a)
     with respect to Aavid Germany and Curamik, in accordance with applicable
     laws and general accepted accounting principles in Germany; and (b) with
     respect to the Subsidiary, in accordance with applicable laws and general
     accepted accounting principles in the United States.

     "ACCOUNTS" means (a) the audited balance sheets as at the Accounts Date,
     and the audited profit and loss reports for the year ending on that date
     for Curamik, individually, and the auditors' reports and the notes relating
     to them; and (b) the unaudited balance sheet as at the Accounts Date and
     the unaudited profit and loss report for the year ending on that date for
     each of Aavid Germany and the Subsidiary, individually, copies of all of
     which have been attached hereto as Exhibit A;

     "ACCOUNTS DATE" means December 31, 2001;

     "AFFILIATE" means, when referring to a person, is a person that directly or
     indirectly, through one or more intermediaries, controls, is controlled by,
     or is under common control with, the first-mentioned person;

     "BENEFIT PLAN" and "BENEFIT PLANS" have the meanings attributed to such
     terms in Section 5.21.9;

     "BUSINESS DAY" means a day (other than a Saturday or Sunday) on which banks
     are generally open in Eschenbach, Germany for normal business;

     "CLOSING" means closing of the sale and purchase of the Shares in
     accordance with Section 4;

     "CLOSING DATE" means July 17, 2002, or such other date as the Parties shall
     mutually agree upon in writing;

     "COMPANIES" means collectively, Curamik and the Subsidiary;

     "ELIGIBLE CLAIM" means a claim that Seller shall not dispute or which, if
     so disputed, shall be resolved, pursuant to Section 12.2 in Purchaser's
     favor, in an amount not less

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3

     than Euro10,000 arising from a breach of (a) any Warranty; or (b) any
     obligation owed by Seller with respect to any of the commercial,
     governmental and contractual liabilities set forth in Section 8.2.

     "GOVERNMENTAL ENTITY" has the meaning attributed to such term in Section
     6.2;

     "INTELLECTUAL PROPERTY RIGHT" means all (i) patents, patent applications,
     patent disclosures, utility models, utility model applications and
     inventions (including employee inventions whether claimed or not), (ii)
     trademarks, service marks, trade dress, trade names, URL's, logos and
     corporate names and registrations and applications for registration
     thereof, together with all of the goodwill associated therewith, (iii)
     copyrights (registered or unregistered) and copyrightable works and
     registrations and applications for registration thereof, design patents and
     applications for registration thereof, (iv) mask works and registrations
     and applications for registration thereof, (v) computer software, data,
     data bases and documentation thereof, (vi) trade secrets and other
     confidential information (including ideas, formulas, compositions,
     inventions (whether patentable or unpatentable and whether or not reduced
     to practice), know-how, manufacturing and production processes and
     techniques, research and development information, drawings, specifications,
     designs, plans, proposals, technical data, copyrightable works, financial
     and marketing plans and customer and supplier lists and information), (vii)
     other intellectual property rights and (viii) copies and tangible
     embodiments thereof (in whatever form or medium);

     "LIEN" means any right which (a) shall entitle any person to terminate,
     amend, accelerate or cancel any agreement, option, license or other
     instrument to which any of the Companies is a Party by reason of the
     occurrence of (i) a violation, breach or default thereunder by any of the
     Companies; or (ii) an event which with or without notice or lapse of time
     or both would become a default thereunder; or (b) if exercised by the
     holder thereof, will (i) entitle such person to accelerate the performance
     of any obligations or the payment of any sums owed by any of the Companies
     under any agreement, option, license or other instrument, or (ii) result in
     any loss of any benefit under, or the creation of any pledges, claims,
     equities, options, liens, charges, call rights, rights of first refusal,
     "tag" or "drag" along rights, encumbrances and security interests of any
     kind or nature whatsoever on any of the property or assets of any of the
     Companies;

     "MATERIAL ADVERSE EFFECT" means (i) any fact, event or circumstance that
     results in or could reasonably be expected to result in an adverse change
     or effect in the financial condition, assets, liabilities, business,
     properties, results of operations or business prospects of the Companies,
     collectively or individually, which change or effect is material with any
     other such changes or effects, to the specified entities or entity, or (ii)
     any event, matter, condition or effect which materially impairs the ability
     of the specified entities or entity to perform on a timely basis their or
     its obligations under this Agreement or the consummation of the
     transactions contemplated hereby;

     "MATERIAL AGREEMENT" means each agreement listed in Schedule 2 which has
     been delivered in escrow to John Mitchell, Esq. who shall hold same until
     the Closing, at which time he shall deliver such Schedule to the Purchaser;

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4


     "MATERIAL PRE-CLOSING CLAIM" means a claim that Seller shall not dispute or
     which, if so disputed, shall be resolved, pursuant to Section 12.2 in
     Purchaser's favor, in an amount equal to or greater than Euro300,000
     arising from a breach of (a) any Warranty; or (b) any obligation owed by
     Seller with respect to any of the commercial, governmental and contractual
     liabilities set forth in Section 8.2.

     "MEMBER OF THE SELLER GROUP" means Seller, Aavid Germany, Curamik or the
     Subsidiary, as the case may be;

     "NET ASSETS" means the Operating Assets less Operating Liabilities;

     "NET ASSETS ADJUSTMENT" has the meaning attributed to such term in Section
     3.3;

     "NET ASSETS CERTIFICATE" has the meaning attributed to such term in Section
     3.3;

     "OPERATING ASSETS" means the difference, determined as at the Pre-Closing
     Account Date, between (a) the sum of the current assets and property, plant
     and equipment of each of the Companies; and (b) the sum of the cash and
     cash equivalents of each of the Companies;

     "OPERATING LIABILITIES" means the sum of the trade accounts payable,
     accrued expenses and other liabilities and accrued taxes payable (as such
     terms are employed in the balance sheet included in the Accounts) of each
     of the Companies determined as at the Pre-Closing Accounts Date;

     "PARTIES" means collectively, the Seller and the Purchaser;

     "PARTY" means individually the Seller or the Purchaser, as the case may be;

     "PERSON" means a natural person, company, corporation, partnership,
     association, trust or any unincorporated organization;

     "PRE-CLOSING ACCOUNTS" means (a) the unaudited balance sheets as at the
     Pre-Closing Accounts Date and the unaudited profit and loss reports for the
     Pre-Closing Accounts Period for each of Aavid Germany and Curamik,
     individually as well as on a consolidated basis, and the notes relating to
     them; and (b) the unaudited balance sheet as at the Pre-Closing Accounts
     Date and the unaudited profit and loss report for the Pre-Closing Accounts
     Period for the Subsidiary, individually;

     "PRE-CLOSING ACCOUNTS DATE" means the last day of the month immediately
     preceding the month during which the Closing shall take place;

     "PRE-CLOSING ACCOUNTS PERIOD" means the date commencing on the date
     immediately following the Accounts Date and ending on the Pre-Closing
     Accounts Date;

     "PURCHASE PRICE" has the meaning attributed to such term in Section 3.1;

     "SELLER GROUP" means the Seller, Aavid Germany, Curamik and the Subsidiary,
     collectively.

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5

      "SOCIAL SECURITY CONTRIBUTIONS" mean all payments to be made by any of the
      Companies under applicable law for health (Krankenversicherung),
      unemployment (Erwerb-slosenversicherung), retirement (Rentenversicherung),
      accident (Unfallversicherung), social care (Pflegeversicherung) and any
      other insurance coverage or benefit scheme;

      "TAX", "TAXES" and "TAXATION" mean (a) income taxes, ad valorem taxes,
      excise taxes, withholding taxes, stamp taxes or other taxes of or with
      respect to gross receipts, premiums, real property, personal property,
      windfall profits, sales, use, transfers, licensing, employment, payroll
      and franchises imposed by or under any federal, state, local or foreign
      statute, law, rule or regulation, and such terms shall include any
      interest, fines, penalties, assessments or additions to tax resulting
      from, attributable to or incurred in connection with any such tax or any
      contest or dispute thereof; (b) liability of any of the Companies or any
      fiduciary for the payment of any amounts of the type described in clause
      (a) as a result of being a member of an affiliated, combined consolidated
      or unitary group for any taxable period; and (c) liability of any of the
      Companies for the payment of any amounts of the type described in clauses
      (a) or (b) as a result of any express or implied obligation to indemnify
      any other person;

      "TAXATION AUTHORITY" means any federal, state, local or foreign
      governmental agency, department or other entity which is authorized by
      applicable law to assess and collect Taxes; and

      "WARRANTIES" means the warranties and representations set out in Article 5
      below.

1.2.  Interpretation

      (a)   As used in this Agreement and each Schedule hereof and Exhibit
            hereto, unless the context clearly indicates otherwise:

            (i)   words used in the singular include the plural and words in the
                  plural include the singular;

            (ii)  reference to any person includes such person's successors and
                  assigns, but only if such successors and assigns are permitted
                  by this Agreement or such other Schedule hereof or Exhibit
                  hereto, and reference to a person in a particular capacity
                  excludes such Person in any other capacity;

            (iii) reference to any gender includes the other gender;

            (iv)  whenever the words "include," "includes" or "including" are
                  used in this Agreement or any Schedule hereof or Exhibit
                  hereto, they shall be deemed to be followed by the words
                  "without limitation" or "but not limited to" or words of
                  similar import;

            (v)   reference to any Article, Section, Exhibit or Schedule means
                  such Article or Section of, or such Exhibit or Schedule to,
                  this Agreement, as the case may be, and references in any
                  Section or definition to any clause means such clause of such
                  Section or definition;

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6

            (vi)  the words "herein," "hereunder," "hereof," "hereto" and words
                  of similar import shall be deemed references to this Agreement
                  as a whole and not to any particular Section or other
                  provision hereof;

            (vii) reference to any agreement, instrument or other document means
                  such agreement, instrument or other document as amended,
                  supplemented and modified from time to time to the extent
                  permitted by the provisions thereof and by this Agreement;

            (viii) reference to any law (including statutes and ordinances)
                  means such law (including all rules and regulations
                  promulgated thereunder) as amended, modified, codified or
                  reenacted, in whole or in part, and in effect at the time of
                  determining compliance or applicability, and reference to any
                  particular provision of any law shall be interpreted to
                  include any revision of or successor to that provision
                  regardless of how numbered or classified;

            (ix)  relative to the determination of any period of time, "from"
                  means "from and including," "to" means "to but excluding" and
                  "through" means "through and including";

            (x)   in the event of any conflict between the provisions of the
                  body of this Agreement and the Exhibits or Schedules hereto,
                  the provisions of the body of this Agreement shall control;

            (xi)  the titles to Articles and headings of Sections contained in
                  this Agreement have been inserted for convenience of reference
                  only and shall not be deemed to be a part of or to affect the
                  meaning or interpretation of this Agreement; and

            (xii) the word or phrase "material," "any material respect;" "all
                  material respects;" "in material compliance with" and all such
                  other words or phrases of similar construction employed in
                  this Agreement shall mean, if such word or phrase refers to

                  1) a Person's compliance with a statute, law, ordinance,
                  regulation or rule enacted or promulgated by a governmental
                  authority having jurisdiction over such Person, that the
                  Person's conduct or actions do not or shall not constitute,
                  have not resulted in or shall not result in, a violation
                  thereof which would entitle that governmental authority to a)
                  obtain a judgment, injunction or other court order awarding
                  monetary damages or imposing monetary sanctions against, or
                  restricting the conduct of, such Person in a manner that is
                  consequential to the Person's earning power over a
                  commercially reasonable period of time; or b) terminate any
                  right, license, franchise, subsidy or other grant previously
                  awarded by such authority to such Person that is consequential
                  to the Person's earning power over a commercially reasonable
                  period of time;

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7

                  2) a Person's compliance with, conduct pursuant to or
                  representations and warranties made in, an agreement
                  (including this Agreement), license, deed or other instrument
                  or document entered into and executed by such Person which
                  pertains to or grants rights with respect to material assets,
                  material Intellectual Property Rights or material property of
                  any nature and description (in each case, a "Rights
                  Instrument"), that the Person's conduct or actions do not or
                  shall not constitute, have not resulted in or shall not result
                  in, a default thereunder that, if not cured within the time
                  provided therefor, would entitle any other party to the Rights
                  Instrument to 1) rescind, cancel, terminate or materially
                  adversely affect the defaulting Person's rights under such
                  Rights Instrument; or 2) obtain a judgment, injunction or
                  other court order awarding monetary damages or imposing
                  monetary sanctions against; or restricting the conduct of,
                  such Person in a manner that is consequential to the Person's
                  earning power over a commercially reasonable period of time;
                  and

                  3) a Material Adverse Effect, an adverse change or effect in
                  the financial condition, assets, liabilities, business,
                  properties, results of operations or business prospects of the
                  Companies, collectively or individually, the amount of which
                  shall be in excess of the applicable limit set forth in clause
                  4) hereof.

      (b)   This Agreement and each of the Schedules hereof and Exhibits hereto
            were negotiated by the Parties with the benefit of legal
            representation, and no rule of construction or interpretation
            otherwise requiring this Agreement or any of the Schedules hereof
            and Exhibits hereto to be construed or interpreted against any Party
            shall apply to any construction or interpretation hereof. Subject to
            Section 11.4, this Agreement shall be interpreted and construed to
            the maximum extent possible so as to uphold the enforceability of
            each of the terms and provisions hereof, it being understood and
            acknowledged that this Agreement was entered into by the Parties
            after substantial negotiations and with full awareness by the
            Parties of the terms and provisions hereof and the consequences
            thereof.

      (c)   Where a statement in this Agreement (including the schedules) is
            qualified by the expression "to the best of the Seller's knowledge"
            or "so far as the Seller is aware" or any similar expression shall
            be deemed to include the Seller's actual knowledge and what the
            Seller should have known after reasonable inquiry of the Managing
            Director, the members of the Board of Directors and any relevant
            person(s) involved in the management of the business of each of the
            respective Companies, such as the controller, the human resources
            manager and the technology and manufacturing management.

2.    SALE AND PURCHASE OF THE SHARES

2.1.  The Seller shall sell and assign and the Purchaser shall purchase and
      accept the assignment of the Shares under the terms of this Agreement.

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8

2.2.  The assignment of the Shares to the Purchaser, as herein and in Exhibit B
      hereto provided, shall be effective and in force upon fulfillment or
      waiver of all conditions precedent contained as Closing Conditions in
      Section 7 and exchange of confirmations of the Parties on such fulfillment
      or waiver upon Closing pursuant to Section 4.2(a) against payment of the
      Purchase Price pursuant to Section 3.2.

2.3.  The sale of the Shares by the Seller to the Purchaser shall include all
      rights of the Seller thereunder.

3.    PURCHASE PRICE AND PAYMENT

3.1.  The purchase price for the Shares and the compensation to be paid for all
      obligations assumed or to be performed by the Seller hereunder shall be
      Euro31,290,000, minus, to the extent applicable, the Net Assets
      Adjustment (the "Purchase Price").

3.2.  The Purchase Price shall be paid at Closing to the Seller.

3.3.  On the Closing Date, the Seller shall deliver to the Purchaser a
      certificate of the accounting firm that audited the Accounts which shall
      contain a calculation of the Operating Assets and the Operating
      Liabilities in accordance with the provisions of this Agreement, and shall
      state the amount of the Net Assets (the "Net Assets Certificate"). In the
      event that the Net Assets is less than Euro8,000,000, the difference
      therein as stated in said certificate (the "Net Assets Adjustment") shall
      be applied as an adjustment to the Purchase Price pursuant to Section 3.1

3.4.  The Parties agree that no Taxes or other public charges shall be payable
      in addition to the Purchase Price. The costs of notarization of this deed
      shall be borne by the Purchaser.

3.5.  The Seller recognizes and agrees that any and all payments and deliveries
      made by the Purchaser to the Seller shall be in full discharge of the
      Purchaser's obligations to the Seller under this Agreement. The Purchaser
      has no responsibility whatsoever for the allocation of the Purchase Price
      among the Seller.

4.    CLOSING AND POST-CLOSING

4.1.  Closing shall take place at the offices of Hall Dickler Kent Goldstein &
      Wood, LLP at 909 Third Avenue, New York, NY 10022-4731, USA. All actions
      taken at the Closing shall be deemed to have been taken simultaneously at
      the time the last of any such actions is taken or completed. The Closing
      shall occur at 3:00 P.M. local time on the Closing Date.

4.2.  At Closing the Seller shall

      (a)   confirm in writing in the form included in Exhibit B hereto that all
            Closing Conditions and any other conditions precedent to the
            assignment of the Shares, are fulfilled, pursuant to the provisions
            of the Share Assignment Agreement annexed hereto as EXHIBIT B, and
            that the assignment of all of the Seller's

<PAGE>
9


            respective rights, title and interests in the Shares therewith has
            become legally effective;

      (b)   deliver to the Purchaser the written resignations of such of the
            officers, members of the Boards and/or managing directors of Aavid
            Germany and of each of the Companies, other than Mr. Maier and Dr.
            Schulz-Harder, as the Purchaser shall designate in writing not later
            than five days prior to the Closing, in each case acknowledging that
            such resigning officer or Board member has no claim against the
            Company whether for loss of office or otherwise;

      (c)   deliver to the Purchaser duly executed minutes of a shareholders'
            resolution of Aavid Germany on the appointment of Mr. Stefan
            Petters, born May 3, 1956 and Mr. Ingo Pfeil, born October 4, 1958
            as managing directors of Aavid Germany each released from the
            limitations of Section 181 Alt 2 (Verbot der Mehrvertretung) of the
            German Civil Code; and

      (d)   deliver to the Purchaser the written release by Canadian Imperial
            Bank of Commerce of the pledge on the Shares and the security
            interests as set out in Schedule 5.4.6.

4.3.  At Closing the Purchaser shall

      (a)   transfer the amount to be paid pursuant to Section 3.2 by wire to
            account no 4112017009 at Citibank AG - Frankfurt, Neue Mainzer
            Strasse 75, 60311 Frankfurt Germany (Swift Address: CITIDEFF) in the
            name of Keybank National Association, Cleveland, Ohio for the
            benefit of Aavid Thermalloy/Aavid Thermal Technologies as full
            consideration for the Shares and for all obligations assumed or to
            be performed by the Seller hereunder; and

      (b)   confirm in writing in the form as included in Exhibit B hereto that
            all Closing Conditions, and any other conditions precedent to the
            assignment of the Shares, are fulfilled, pursuant to the provisions
            of the Share Assignment Agreement annexed hereto as Exhibit B, and
            that the Purchaser's acceptance of assignment of all of the Shares
            therewith has become legally effective.

4.4.  At the Closing and from time to time thereafter, the Seller shall execute
      such additional instruments and take such other reasonable actions as
      Purchaser may reasonably request in order to effectively sell, transfer
      and assign the Shares to Purchaser and confirm Purchaser's title thereto.

5.    REPRESENTATIONS AND WARRANTIES OF THE SELLER

      In entering into this Agreement, Purchaser is relying upon the correctness
      of the representations and warranties as defined in Section 434 para 1
      sentence 1 German Civil Code ("Beschaffenheitsangaben" as defined in ss.
      434 Absatz 1 Satz 1 BGB) made by the Seller to the Purchaser below. The
      parties to this Agreement agree that the representations and warranties
      contained in this Article 5 are not given as "Garantien" in

<PAGE>
10

       the meaning of Sections 444 Alt 2 and 443 of the German Civil Code and
       that none of Seller's statements in public, especially advertisement
       ("Werbung"), in the meaning of Sections 443 para. 1 and 434 para 1
       sentence 3 of the German Civil Code shall be interpreted as
       representation or warranty. The Seller shall be liable for
       representations and warranties being correct both as of the date hereof
       as well as on the Closing Date. The Seller and the Purchaser acknowledge
       and agree that the representations and warranties contained in this
       Article 5 and the legal consequences which will result pursuant to
       Article 8 below if any of such representations and warranties shall not
       be correct or shall not be complied with are homogeneous with, and an
       inseparable part of, this Agreement. No other representations and/or
       warranties than expressly given in this Article 5 are given by Seller.
       Section 434 para 1 sentences 2 and 3 German Civil Code shall not apply.

5.1.   Power and Authority

       5.1.1. The Seller has full power and authority to sell, assign, transfer
              and deliver the Shares to the Purchaser, to perform all other
              undertakings of the Seller hereunder and to execute, deliver and
              perform this Agreement.

       5.1.2  Assuming all filings, registrations, approvals, notifications etc
              required by applicable laws are made, the execution and delivery
              of this Agreement by the Seller, the assignment of the Shares to
              the Purchaser and the Closing of the transactions contemplated
              hereby:

              (a) will not violate any provision of the respective articles of
              association of any member of the Seller Group;

              (b) will not violate any statute, rule, regulation, order, award,
              judgment, injunction or decree of any public body or authority by
              which any member of the Seller Group or any of their respective
              properties or assets is bound;

              (c) will not result in a violation or breach of, or constitute a
              default under, any license, franchise, permit, indenture,
              agreement or other instrument to which any member of the Seller
              Group is a party, or by which any of them is bound; and

              (d) will not result in the creation or imposition of any Lien,
              charge or encumbrance of any nature on any of the properties or
              assets of Aavid Germany or any of the Companies.

5.2.   Accuracy of Information

       5.2.1. The particulars relating to Aavid Germany and the Companies, and
              their respective businesses, properties and assets set out in this
              Agreement without qualification, including the recitals and the
              schedules to this Agreement, are correct in all material respects.
              The particulars relating to Aavid Germany and the Companies, and
              their respective businesses, properties and assets set out in this
              Agreement as being "to the best of Seller's knowledge", including


<PAGE>
11

              the recitals and the schedules to this Agreement, are, to the best
              of Seller's knowledge, correct in all material respects.

5.3.   Standing of Aavid Germany and the Companies

       5.3.1. Each of Aavid Germany and Curamik is duly incorporated, registered
              and organized, and validly existing under the laws of Germany and
              has the corporate power to own its respective properties and carry
              on its respective business as and where its business is now
              conducted.

       5.3.2. The Subsidiary is duly incorporated, registered and organized, and
              validly existing under the laws of Texas and has the corporate
              power to own its property and carry on its respective business as
              and where its business is now conducted.

       5.3.3. All returns, resolutions, minutes, annual reports and other
              documents which Aavid Germany and the Companies are required by
              law or regulations to file with or deliver to the respective
              governmental authorities having jurisdiction over them have been
              correctly prepared in all material respects and duly filed or
              delivered.

       5.3.4. The articles of association (or the similar organizational
              documents) of Aavid Germany and the Companies, as attached in
              Exhibit C, are in full force and effect in compliance with
              applicable laws.

5.4.   Title to the Shares; Aavid Germany's Curamik Shares and the Subsidiary
       Shares

       5.4.1. At the Closing, the Seller shall deliver good and marketable title
              to the Shares, free and clear of all Liens, encumbrances, claims,
              options and restrictions of every kind.

       5.4.2. The Shares as sold under this Agreement represent Euro25,000
              (100%) of the registered share capital of Aavid Germany. The
              division of the registered share capital of Aavid Germany and the
              nominal values of the Shares are set forth in Schedule 5.4.2. The
              Shares have been validly issued and are fully paid and
              non-assessable. No repayments of share capital of Aavid Germany
              has been made to the Seller, and no contribution obligation
              (Nachschu(beta)verpflichtung) exists with regard to the Shares.

       5.4.3. Aavid Germany is the owner of Curamik Shares with an aggregate
              nominal value of Euro22,950 constituting (89.4%) of Curamik's
              registered share capital of Euro25,650. The division of the
              registered share capital of Curamik and the nominal values of the
              shares in the registered share capital of Curamik as well as the
              ownership of the remaining shares in the registered share capital
              of Curamik are set forth in SCHEDULE 5.4.3. The shares of Curamik
              issued to Aavid Germany have been validly issued and are fully
              paid and non-assessable. No repayments of share capital of Curamik
              have been made to Aavid Germany or any other shareholder of
              Curamik, and no contribution

<PAGE>
12


              obligation (Nachschlu(beta)verpflichtung) exists with regard to
              the shares of Curamik held by Aavid Germany or any other
              shareholder of Curamik. On the Closing Date, Aavid Germany shall
              have good and marketable title to the shares of Curamik issued to
              Aavid Germany, free and clear of all Liens, encumbrances, claims,
              options and restrictions of every kind.

       5.4.4. Curamik is the owner of 100% of the issued and outstanding
              Subsidiary Shares. The Subsidiary Shares issued to Curamik have
              been validly issued and are fully paid and non-assessable. On the
              Closing Date, Curamik shall have good and marketable title to the
              Subsidiary Shares, free and clear of all Liens, encumbrances,
              claims, options and restrictions of every kind.

       5.4.5. Except as set forth in SCHEDULE 5.4.5, there are no outstanding
              obligations, warrants, options, pre-emptive rights or other
              agreements to which any member of the Seller Group is a party or
              otherwise bound providing for the issuance of any additional
              shares, warrants, options or other securities of Aavid Germany or
              any of the Companies, or for the purchase, repurchase, redemption
              or other acquisition of any of the Shares, any of the shares in
              the share capital of Curamik, or any of the outstanding shares of
              the Subsidiary, except for this Agreement.

       5.4.6. Other than security interests pertaining to the Shares granted by
              Seller in favor of its senior creditors as set forth in SCHEDULE
              5.4.6, there are no options, restrictions, pledges, Liens or other
              forms of security or encumbrance on, over or affecting any of the
              Shares, any of the shares in the share capital of Curamik or any
              of the shares of the Subsidiary, nor is there any commitment to
              give or create any of the foregoing.

       5.4.7. There are no voting agreements or other shareholder agreements to
              which any member of the Seller Group is a party with respect to
              the Shares and or any shares in the share capital of any of or the
              Companies and/or with respect to the ownership of Aavid Germany or
              any of the Companies.

5.5.   Other Subsidiaries, Associations and Branches

       5.5.1. Except for Aavid Germany's ownership interest in Curamik and
              Curamik's ownership interest in the Subsidiary, neither Aavid
              Germany nor any of the Companies owns, and none of them has agreed
              to acquire, any shares or securities of interest or participation
              in any other corporation (whether incorporated in Germany or
              elsewhere), or any other entity or business association of
              whatever kind.

       5.5.2. Except as set forth in Schedule 5.5.2, and except for the
              Subsidiary, neither Aavid Germany nor Curamik has any branch or
              permanent establishment outside of Germany.

       5.5.3. Except for its shareholdings in Aavid Germany and its indirect
              controlling interest in Curamik, Seller does not hold directly, or
              indirectly through one

<PAGE>
13

              or several intermediaries, any shares, participations or other
              interests in, and does not control any such shares, participations
              or interests in any other entity, which is active in the field of
              business conducted by Curamik

5.6.   The Accounts and the Pre-Closing Accounts

       5.6.1. The Accounts:

       (a) have been included in Exhibit A;

       (b) have been prepared (i) with respect to Aavid Germany and Curamik, in
       accordance with German generally accepted accounting principles; and (ii)
       with respect to the Subsidiary, in accordance with U.S. generally
       accepted accounting principles, and fairly present the financial
       condition of Aavid Germany and Curamik, individually, or on a
       consolidated basis, as the case may be, and the Subsidiary, individually,
       as at the Accounts Date, and of the profit or loss of Aavid Germany and
       Curamik, individually, and the Subsidiary, individually, for the year
       then ended;

       (c) have been prepared on bases consistent with the bases respectively
       employed in the preparation of the financial statements of Aavid Germany
       and each of the Companies for each of the three immediately preceding
       fiscal years, except as disclosed in SCHEDULE 5.6.1(c);

       (d) contain, except for any capital commitments disclosed on SCHEDULE
       5.6.1(d), either provisions adequate to cover, or full particulars in
       notes of, all Taxation and other liabilities (whether quantified,
       contingent or otherwise) of Aavid Germany and each of the Companies,
       individually, or on a consolidated basis, as the case may be, as at the
       Accounts Date; and

       (e) are not affected by any unusual or non-recurring items or by any
       contract or arrangement which is not of arm's length nature.

       5.6.2. The Pre-Closing Accounts:

       (a) shall be delivered to the Purchaser not less than five calendar days
       prior to the Closing Date;

       (b) shall be prepared (i) with respect to Aavid Germany and Curamik, in
       accordance with German generally accepted accounting principles; and (ii)
       with respect to the Subsidiary, in accordance with U.S. generally
       accepted accounting principles, and shall present fairly the financial
       condition of Aavid Germany and Curamik, individually, and the Subsidiary,
       individually, as at the Pre-Closing Accounts Date, and of the profit or
       loss of Aavid Germany and Curamik, individually, or on a consolidated
       basis, as the case may be, and the Subsidiary, individually, for the
       Pre-Closing Accounts Period;

<PAGE>
14

       (c) on bases consistent with the bases respectively employed in the
       preparation of the financial statements of Aavid Germany and each of the
       Companies for each of the three immediately preceding fiscal years,
       except as disclosed in SCHEDULE 5.6.2(c);

       (d) shall contain, except for any capital commitments disclosed on
       SCHEDULE 5.6.2(d), either provisions adequate to cover, or full
       particulars in notes of, all Taxation and other liabilities (whether
       quantified, contingent or otherwise) of Aavid Germany and each of the
       Companies, individually, or on a consolidated basis, as the case may be,
       as at the Pre-Closing Accounts Date; and

       (e) shall not be affected by any unusual or non-recurring items or by any
       contract or arrangement which is not of arm's length nature.

       5.6.3. SCHEDULE 5.6.3 is a true, correct and complete listing and aging
              of each of the respective accounts receivable of the Companies as
              of May 31, 2002 determined in accordance with the Accounting
              Principles consistently applied and determined in a manner
              consistent with the presentation in the Accounts. All of such
              accounts receivable have arisen in bona fide arm's length
              transactions in the ordinary course of business and are valid and
              binding obligations of the account debtors. Such accounts
              receivable are collectible in full in the ordinary course of
              business, except to the extent of any reserves for doubtful
              accounts that have been established with respect thereto. The
              reserves for doubtful accounts established by each of the
              Companies and reflected on Schedule 5.6.3 have been determined in
              accordance with the Accounting Principles consistently applied and
              are consistent with the presentation in the Accounts, it being
              understood that in no event shall the reserve exceed 10% of the
              total face amount of the receivables.

       5.6.4. Any payments (in the form of retainers or otherwise) from, the
              customers or potential customers of any of the Companies for
              services to be rendered or for expenses to be incurred subsequent
              to the Closing Date are set forth on SCHEDULE 5.6.4 and have been
              recognized consistent with previously applied principles in the
              books of each of the Companies.

5.7.   Undisclosed Liabilities

       As of the date hereof, neither Aavid Germany nor any of the Companies
       has, and as of the Closing Date, neither Aavid Germany nor any of the
       Companies will have, any liabilities or obligations (whether accrued,
       absolute, contingent or otherwise) except (a) to the extent set forth in,
       or specifically reserved against in, the Accounts; and (b) for
       liabilities and obligations arising in the ordinary course of business
       since the Accounts Date, consistent in form and amount with past
       practice, none of which liabilities or obligations, individually or in
       the aggregate, would have, individually or in the aggregate, a Material
       Adverse Effect. Neither Aavid Germany nor any of the Companies is under
       any obligation, contingent or otherwise, other than obligations of such
       nature incurred in

<PAGE>
15

       the ordinary course of its respective business, to refund or rebate any
       material amounts paid or payable to it for services rendered prior to the
       date hereof.

5.8.   Conduct of Business Between the Accounts Date and the Closing Date

       5.8.1. Since its organization, Aavid Germany has not engaged in any
              business activity except as a non-operating holding company with
              respect to the Shares and the exercise of its rights as a
              shareholder of Curamik.

       5.8.2. The activities of each of the Companies during the period from the
              Accounts Date to the date of this Agreement have been conducted,
              and the activities of each of the Companies during the period from
              the date of this Agreement through the Closing date shall be
              conducted, in a normal manner and with a view to maintaining each
              of them as going concerns.

       5.8.3. There has not been, arisen or occurred, during the period between
              the Accounts Date and the date of this Agreement in respect of
              each of the Companies, and there shall not have been, arisen or
              occurred, during the period from the date of this Agreement
              through the Closing Date in respect of each of the Companies:

              (a) any change in their respective financial conditions or in the
              operations of their respective businesses which would have a
              Material Adverse Effect;

              (b) any amendment or termination of, or any agreement to amend or
              terminate, any material agreement;

              (c) any material obligations or liabilities incurred, I.E.,
              obligations or liabilities other than those arising in the
              ordinary course of business consistent in form and amount with
              past practices;

              (d) any waiver of any debts, claims or rights out of the ordinary
              course of business;

              (e) any sale, assignment, transfer, lease or other disposal of any
              material assets, i.e., assets other than those which the Companies
              have historically sold, assigned, transferred, leased or otherwise
              disposed of in the ordinary course of their respective businesses
              consistent in form and amount with past practices;

              (f) any ex gratia payments or promises to any employee;

              (g) any loan or advance to any Party in excess of Euro10,000;

              (h) any change of accounting methods, principles or practices,
              except as disclosed in Schedule 5.6.1(c) and 5.6.2(c);

              (i) any change in manner or methods of paying creditors;

<PAGE>
16

              (j) any material investments in fixed assets, except as disclosed
              in SCHEDULE 5.8.3(j); or

              (k) any material increase in compensation or benefits or
              introduction of new benefits to any director, officer or employee
              of Aavid Germany or any of the Companies.

       5.8.4. Summaries describing the payor, the recipient, the amount in
              question and the underlying reasons regarding (a) all transactions
              since the Accounts Date between Aavid Germany or any of the
              Companies and the Seller; and (b) all payments by Aavid Germany or
              any of the Companies to the Seller since the Accounts Date, are
              set out in SCHEDULE 5.8.4.

       5.8.5. On or before the Closing Date, Aavid Germany and each of the
              Companies shall undertake such transactions as may be necessary so
              that at the time of Closing of the transactions contemplated
              herein and hereby, neither Aavid Germany nor any of the Companies
              shall have (a) any cash on hand except for the cash that Curamik
              must have on hand pursuant to the provisions of Section 7.2.4; or
              (b) any liabilities other than the Operating Liabilities.

5.9.   Dividends

       Except as set out in the Accounts and the minutes from the respective
       general shareholders or directors meetings of Aavid Germany and each of
       the Companies, neither Aavid Germany nor any of the Companies has
       declared, since the Accounts Date, any dividends or made any other
       distributions of profits or assets to their respective shareholders. No
       directors' or shareholders' resolutions concerning profit distributions
       have been adopted by Aavid Germany or any of the Companies, or will be
       adopted through the Closing Date. All dividends or other distributions of
       profits or assets declared, made or paid by Aavid Germany or any of the
       Companies have been declared made and paid in accordance with applicable
       laws and their respective articles of association. The performance based
       bonus payments made by Curamik pursuant to its employment agreements with
       each of Mr. Maier and Dr. Shultz-Harder were based upon Curamik's
       achievement of a pre-determined amount of EBITDA. Such payments were not
       intended to be distributions of Curamik's earnings and profits, and
       Curamik shall not be obligated to make further payments of such bonuses
       in any year in which such the pre-determined amount of EBITDA shall not
       be achieved. Accordingly, the Parties agree that, for purposes of this
       Agreement, the making of such payments shall not be viewed as a basis for
       establishing any entitlement in the nature of a custom and practice
       (betriebliche Ubung). Nothing contained in this Section 5.9 shall be
       construed as limiting or prohibiting the rights of Aavid Germany, Curamik
       and the Subsidiary, pursuant to Section 5.8.5, but subject to Section
       7.2.4, to transfer or reduce their respective holdings of cash on hand.

5.10.  Subsidies etc.

<PAGE>
17

       5.10.1. A list identifying and setting forth the particulars regarding
              all grants, subsidies and instruments pertaining to the receipt of
              financial assistance with respect to which Aavid Germany, Curamik
              and/or the Subsidiary is a party and which relate to trade
              secrets, and/or competitively sensitive information about
              products, processes or customers of any of Aavid Germany, Curamik
              and the Subsidiary is set forth in SCHEDULE 5.10.1A. A list
              identifying and setting forth the particulars regarding all other
              grants, subsidies and instruments pertaining to the receipt of
              financial assistance with respect to which Aavid Germany, Curamik
              and/or the Subsidiary is a party is set forth on SCHEDULE 5.10.1B.
              Schedule 5.10.1A has been delivered in escrow to John Mitchell,
              Esq. who shall hold same until the Closing, at which time he shall
              deliver such Schedule to the Purchaser. Except as set forth in
              Schedule 5.10.1A and Schedule 5.10.1B, neither Aavid Germany nor
              any of the Companies is subject to any arrangement for receipt or
              repayment of any grant, subsidy or financial assistance from any
              government department or other body.

       5.10.2. Curamik has complied and will, through the Closing Date continue
              to comply in all material respects with the conditions,
              regulations and rules applying to the Subsidies set forth in
              Schedule 5.10. The continuation after the Closing of the business
              of Curamik as presently conducted will not violate the conditions,
              regulations and rules applicable to the Subsidies in any material
              respect; and consummation of the transactions contemplated in this
              Agreement will not violate in any material respect the conditions,
              regulations and rules applicable to the Subsidies set forth in
              Schedule 5.10.

5.11.  Real Property and Other Assets

       5.11.1. Neither Aavid Germany nor any of the Companies owns any real
              property. SCHEDULE 5.11.1 sets for the addresses of all real
              property leased by Aavid Germany and any of the Companies, as
              lessee (the "Properties"). Neither Aavid Germany nor any of the
              Companies engages in manufacturing activities at any of the
              Properties located outside of Germany.

       5.11.2. To the best of Seller's knowledge, (a) there is no material
              defect in the structure or physical condition of any of the
              Properties; (b) except as disclosed on SCHEDULE 5.11.2, each of
              the Properties is in good operating condition and repair,
              reasonable wear and tear excepted, is usable in the ordinary
              course of business and is adequate and suitable for the uses to
              which they are being put.

       5.11.3. Seller has provided or made available to Purchaser all leases for
              each of the Properties which are currently in effect (the
              "Leases"). All such Leases are valid and binding in accordance
              with their respective terms and neither Aavid Germany nor any of
              the Companies is in default in any respect under any Lease or
              otherwise in violation of the terms of any such Lease, except for
              such instances of default or violation thereunder that would not


<PAGE>
18

              individually or in the aggregate result in a Material Adverse
              Effect. Except as set forth in SCHEDULE 5.11.3, the execution and
              delivery of this Agreement and the consummation of the
              transactions contemplated hereby, do not and will not result in a
              breach or violation of, or constitute a default or an event that,
              with the passage of time or the giving of notice, or both, would
              constitute a default or violation, give rise to a right of
              termination, material modification (including as to the amount,
              timing or nature of lease payments), cancellation or acceleration
              or require the consent or approval of any party (other than one or
              more of Aavid Germany and the Companies (as applicable)) under any
              Lease.

       5.11.4. Each of Aavid Germany and the Companies has good and marketable
              title or rights as lessees to all real, personal, mixed, tangible
              and intangible property of any kind or nature owned or used by
              them, and each of them owns each of the assets identified in the
              Accounts, in each case, except to the extent otherwise disclosed
              in the Accounts or the schedules to this Agreement, free and clear
              of all Liens, claims and encumbrances. The assets and properties
              owned or leased by Aavid Germany and each of the Companies are, as
              at the date hereof, and shall be through the Closing Date,
              sufficient to operate and conduct the respective businesses of
              Aavid Germany and each of the Companies in a manner consistent
              with at least the same standards of quality and reliability as
              have been achieved as of the date hereof.

       5.11.5. Machinery, equipment and other tangible assets owned by Aavid
              Germany and the Companies are in fair or good operating condition
              and repair, reasonable wear and tear excepted, are usable in the
              ordinary course of business and are adequate and suitable for the
              uses to which they are being put. To the best of Seller's
              knowledge, none of such items requires any repairs or replacement
              except for maintenance in the ordinary course of business or such
              other repairs or replacements which are not material, individually
              or in the aggregate, in nature or cost. All such assets and
              property are located at the Properties.

       5.11.6. Except as otherwise set forth in Schedule 5.11.6, none of Aavid
              Germany or any of the Companies is contemplating, or is obligated
              to make any capital expenditures other than (a) in the ordinary
              course of their respective businesses; and (b) in amounts which in
              the aggregate, will not exceed Euro20,000 for any of them.

5.12.  Intellectual Property

       5.12.1. The activities of the Companies (or of any licensee under any
              license granted by the Companies) do not infringe in any material
              respect or, to the best of Seller's knowledge, are not likely to
              infringe on any Intellectual Property Rights, including any moral
              rights, of any third party and, except for the notices of
              potential claims made by Ixys and Ferraz (the "Ixys and Ferraz
              Claims"), and as otherwise set forth on SCHEDULE 5.12.1, no claim
              has been

<PAGE>
19

              made, has been threatened or, to the best of Seller's knowledge,
              is likely to be made or threatened, against any of the Companies
              or any such licensee in respect of such infringement.

       5.12.2. A list of all registered Intellectual Property Rights (including
              applications to register the same) owned or licensed by Aavid
              Germany or any of the Companies is set out in Schedule 5.12.2.
              Such list contains with respect to each of the Intellectual
              Property Rights identified thereon, a description thereof, the
              owner of each of such Intellectual Property Rights, the royalty
              and/or other compensation, if any, to be paid by Aavid Germany or
              any of the Companies to the owner thereof and the date, if any,
              when the Intellectual Property Rights held by Aavid Germany or any
              of the Companies shall expire. Each of the Intellectual Property
              Rights owned or licensed by Aavid Germany or any of the Companies
              is valid, owned or licensed, as the case may be, by the owners or
              applicants identified in Schedule 5.12.2, enforceable, not subject
              to any Lien, other encumbrance or any license or authority in
              favor of another and, to the to the best of the Seller's
              knowledge, not being infringed. All application and renewal fees
              pertaining to such Intellectual Property Rights have been paid and
              all steps which are reasonably required for the maintenance and
              protection of such Intellectual Property Rights have been taken.
              There are no legal deficiencies to any of the Intellectual
              Property Rights described in Schedule 5.12.2, and no action or
              proceeding is pending which contests the validity of any of the
              Intellectual Property Rights described in Schedule 5.12.2.

       5.12.3. Except for unregistered Intellectual Property Rights that have
              not been documented or otherwise described in writing by Aavid
              Germany or any of the Companies, neither Aavid Germany nor any of
              the Companies (a) uses in its respective business operations any
              Intellectual Property Rights, other than the Intellectual Property
              Rights identified on Schedule 5.12.2, and (b) is under any
              obligation to pay license fees royalties or other remuneration for
              any Intellectual Property Rights other than those identified on
              said Schedule. Except for unregistered Intellectual Property
              Rights owned or licensed by Aavid Germany or either of the
              Companies, the Intellectual Property Rights used by Aavid Germany
              and the Companies comprise all the rights and interests in
              Intellectual Property Rights necessary or convenient for the
              carrying on of the business of Aavid Germany and the Companies in
              and to the extent which it is presently conducted or intended to
              be conducted.

       5.12.4. All licenses and agreements pertaining to the Intellectual
              Property Rights identified on Schedule 5.12.2 are presently in
              effect, no notice having been given by either of the respective
              parties thereto to terminate any of them, and no agreements having
              been made to alter any of them. The obligations of all parties to
              such licenses and agreements have been fully complied with in all
              material respects and will be complied with in all material
              respects during the period commencing on the date hereof and
              continuing through the


<PAGE>
20

              Closing Date. No disputes have arisen or, to the best of Seller's
              knowledge, are foreseeable in respect thereof.

       5.12.5. No member of the Seller Group has made any disclosure of know-how
              owned or licensed by any of the Companies to any person other than
              the Purchaser, except in the ordinary course of business or on the
              basis that such disclosure is to be treated as being of a
              confidential character.

       5.12.6. None of the members of the Seller Group or any third party other
              than as disclosed in SCHEDULE 5.12.6, has any rights to any
              Intellectual Property Rights used by any of the Companies. All
              inventions made by employees of the Companies that the Companies
              are using or have used or intend to use, were made in the normal
              course of the duties of the employees concerned. There are no
              outstanding claims, or to the best of Seller's knowledge,
              potential claims, against any of the Companies under any contract
              or under Sections 9, 10 of the German Act on Employees' Inventions
              or any equivalent provision or case law of any foreign
              jurisdiction providing for employee compensation or ownership in
              respect of any rights or interests in Intellectual Property
              Rights.

       5.12.7. The Seller does not hold any Intellectual Property Rights which
              are used by any of the Companies or has any claim for compensation
              for such Intellectual Property Rights.

       5.12.8. The Companies do not carry on business under any names other than
              their respective corporate names.

       5.12.9. Each of the Companies' abilities to use the Intellectual Property
              Rights used by them, respectively, at the date of this Agreement
              will not be adversely affected by or impaired in any material
              respect as a result of the consummation of the transactions
              contemplated hereby.

5.13.  Agreements

       5.13.1. None of the Companies is party to any contract, agreement,
              arrangement or obligation of material importance to its respective
              businesses, other than the Material Agreements listed in Schedule
              2. Each Material Agreement is valid and in presently in effect.

       5.13.2. The Companies have neither received nor given notice of
              termination of any Material Agreement. No party to any Material
              Agreement has the right to terminate or modify its obligations as
              a result of the transactions contemplated by this Agreement.

       5.13.3. Neither the Companies, nor the other parties to the Material
              Agreements are in material default under or in breach of any
              Material Agreement.

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21

       5.13.4. Except to the extent set forth in Schedule 2, none of the
              Companies is party to any contract, agreement, arrangement or
              obligation which was not entered into in the ordinary course of
              their respective businesses, or any agreement or arrangement which
              restricts the Companies' freedom to carry on any business in any
              part of the world in such manner as they deem to be fit.

       5.13.5. None of the Companies has since January 1, 2002 received any
              material complaints concerning products and/or services resulting
              in each individual case in a cost or other charge for any of the
              Companies exceeding Euro25000. Except as set out in SCHEDULE
              5.13.5, none of the Companies' customers has since January 1, 2002
              threatened or to the best of the Seller's knowledge attempted to
              cancel or reduce any material purchases from any of the Companies.
              None of the Companies' suppliers has since January 1, 2002
              canceled or reduced or to the knowledge of the Seller is currently
              attempting to cancel or reduce the supply of products or services
              to any of the Companies. Except as otherwise disclosed on Schedule
              5.13.5, none of the Companies' suppliers, with the exception of
              public utility suppliers, is the sole source of supply without any
              other available source of supply preventing the Companies to
              obtain at substantially equivalent terms and conditions a source
              of supply of products or services.

5.14.  Anti-Competitive Arrangements

       5.14.1. To the best of Seller's knowledge, neither Aavid Germany nor any
              of the Companies has been, since its respective date of
              registration, a party to any agreement, arrangement, concerted
              practice or course of conduct which:

              (a) infringes in any material respect any law, legislation or
              regulation (civil or criminal) relating to competition,
              restrictive trade practices, anti-trust, monopolies, merger
              control, fair trading, restraint of trade, pricing, anti-dumping
              or free movement of goods and services in any jurisdiction in
              which the Companies carry on business or have assets or sales; or

              (b) is void or unenforceable (whether in whole or in part) or may
              render any of the Companies liable to proceedings under any such
              law, legislation or regulation as is referred to in subparagraph
              (a) above which would have a Material Adverse Effect.

5.15.  No Powers of Attorney

       None of the Companies has granted any power of attorney or similar
       authority which remains in force as of the date of this Agreement which
       would have a Material Adverse Effect.

5.16.  Insider Contracts

<PAGE>
22

       5.16.1. The Companies are not parties to any currently in force contract
              or arrangement in which the Seller is interested, directly or
              indirectly. There has not been any such contract or arrangement at
              any time from the registration of the Companies up to the date of
              this Agreement. All contract agreements and other arrangements
              between the Companies and the Seller or any affiliate of the
              Seller are listed in SCHEDULE 5.16.1.

       5.16.2. The Companies are not parties to any currently in force contract
              or arrangement which is not of an arms length nature.

       5.16.3. Neither of the Companies nor the Seller has any direct or
              indirect interest in any competitor, competing business, supplier
              or customer of any of the Companies or in any other person which
              conducts a business that competes with the respective businesses
              of the Companies.

5.17.  Marketing Information

       The marketing materials produced by or on behalf of the Companies are not
       subject to any restriction which materially and adversely affects the
       Companies' respective abilities to use such information for the purpose
       of their respective businesses.

5.18.  Customers

       None of the customers for whom any of the Companies provided material
       services at any time since January 1, 2002 has cancelled or otherwise
       terminated, or, to the knowledge of the Seller, threatened to cancel or
       otherwise terminate, its relationship with the Companies or materially
       reduced, or to the knowledge of the Companies and the Seller, has
       threatened to materially reduce, its business with the Companies. Neither
       any of the Companies nor the Seller has received any notice and none of
       them has knowledge or reason to believe that any customer for whom any of
       the Companies provided material services at any time since January 1,
       2002 intends to cancel or otherwise modify its relationship with the
       Companies on account of the transactions contemplated hereby or
       otherwise.

5.19.  Litigation and Complaints

       5.19.1. The Companies are not engaged in any litigation or arbitration
              proceedings, and there are no such proceedings pending, or to the
              best of Seller's knowledge, threatened against or by any of the
              Companies.

       5.19.2. To the best of Seller's knowledge, (a) the Companies are not
              subject to any investigation, inquiry or enforcement proceedings
              or processes by any governmental, administrative or regulatory
              body, and (b) Seller is not aware of anything which is likely to
              give rise to any such investigation, inquiry, proceedings or
              process.

5.20.  Licenses and Compliance with Laws

<PAGE>
23

       The respective operations of the Companies have been conducted in
       material compliance with applicable laws, their respective articles of
       association, and applicable regulations, judgments, orders and the like.
       Each of the Companies has all necessary licenses and permits required for
       the operation of its business; each such license and permit is in full
       force and effect; no material violations are or have been recorded in
       respect of any such existing licenses or permits which remain
       uncorrected; no proceeding is pending which seeks the revocation or
       limitation of any such existing licenses or permits or that might
       prejudice their renewal; and, to the best of Seller's knowledge, no
       grounds exist for revocation of, or for the commencement of limitation
       proceedings with respect to, any of such licenses or permits.

5.21.  Employees

        5.21.1. Aavid Germany has no employees. Curamik currently has two
                Persons employed pursuant to agreements with Seller's subsidiary
                in Italy. Such agreements shall be terminated, or Curamik's
                obligations thereunder shall be assumed without recourse by
                another Person (other than Aavid Germany or either of the
                Companies) on or before the Closing Date.

        5.21.2. SCHEDULE 5.21.2 lists the Companies' respective employees and
                also sets forth all outstanding offers (whether accepted or not)
                of employment made to any person by any of the Companies.

        5.21.3. SCHEDULE 5.21.3 describes the material particulars of any
                agreement for the provision of consulting services to any of the
                Companies by any person.

        5.21.4. No current management level employee of any of the Companies has
                given, or has been given, notice of termination of his
                employment or has indicated an intention to terminate his
                employment.

        5.21.5. Except as otherwise provided on SCHEDULE 5.21.5, there is no
                scheme in operation by or in relation to the Companies under
                which any employee or other person is entitled to a commission
                or remuneration of any other sort arising in relation to the
                level of and/or calculated by reference to the whole or part of
                the turnover, profits or sales of the Companies.

        5.21.6. Except as otherwise provided on SCHEDULE 5.21.6, none of the
                Companies has any obligation to make any severance payment or
                pay any compensation for loss of office or employment or a
                redundancy payment to any present or former employee (including
                directors) or other payment beyond payment of salary during the
                period of the notice of termination pursuant to applicable law
                and no such sums have been paid since the Accounts Date.

        5.21.7. The Companies have in all material respects complied with their
                respective obligations to their respective employees and former
                employees and any relevant trade union or other employee
                representative body, whether such obligations have arisen by
                statute, under applicable rulings and decisions by judicial or
                governmental authorities, contract, collective agreements

<PAGE>
24

                (including, but not limited to collective bargaining agreements
                and shop agreements). No claim has been made or, to the best of
                Seller's knowledge, threatened against any of the Companies or
                against any person to whom the Companies are or may be liable
                for compensation or indemnification and, to the best of the
                Seller's knowledge, no inquiry or investigation has been made or
                threatened by any governmental body or authority in respect of
                any matter relating to any application for employment by any
                person or the employment or termination of employment of any
                person, and the Seller are not aware of any circumstance which
                may give rise to any such claim or investigation.

        5.21.8. To the best of Seller's knowledge, during the twelve month
                period which preceded the date of this Agreement, none of the
                Companies (a) gave notice of any redundancies to any
                Governmental Entity or commenced discussions with appropriate
                employee representatives in connection with any proposed
                redundancies, and (b) failed to comply with any obligation,
                whether legal or otherwise, to engage in such discussions.

        5.21.9. SCHEDULE 5.21.9 sets forth a complete list of all "employee
                benefit plans" including, but not limited to, employment
                contracts, bonus, pension, profit sharing, deferred
                compensation, incentive compensation, excess benefit, stock,
                stock option, severance, termination pay, change in control or
                other employee benefit plans, programs or arrangements,
                including those providing medical, dental, vision, disability,
                life insurance and vacation benefits (other than those required
                to be maintained by law), whether written or unwritten,
                qualified or unqualified, funded or unfunded, foreign or
                domestic, currently maintained, or contributed to, or required
                to be maintained or contributed to, by any of the Companies
                (each of which is referred to as a "Benefit Plan" and all of
                which are collectively referred to as the "Benefit Plans").

        5.21.10. Each of the Companies has made all payments or contributions,
                as required by each of the Benefit Plans, applicable law and
                generally accepted accounting practices in such aggregate
                amounts as are sufficient to cover the full amount of all
                liabilities, calculated as at the Accounts Date, in respect of
                the present and former directors, officers and employees of the
                Companies. Such payments and/or contributions and the respective
                obligations of the Companies under their respective Benefit
                Plans have been recorded in their respective Accounts or have
                been reflected in the notes thereto.

        5.21.11. No event has occurred and, to the knowledge of the Seller,
                there exists no condition or set of circumstances in connection
                with which any of the Companies is or would reasonably be
                expected to be subject to any material liability under the terms
                of any Benefit Plan, employment contract or any applicable law,
                rule or regulation, domestic or foreign. No statement, either
                written or oral, has been made by any of the Companies to any
                person with regard to any Benefit Plan that was not in
                accordance with the terms of the Benefit Plan and that would
                have a Material Adverse Effect.

<PAGE>
25

        5.21.12. Except for the collective bargaining agreement and shop
                agreements identified in SCHEDULE 5.21.12, none of the Companies
                is a party to or bound, directly or indirectly, by any
                collective bargaining, shop or similar agreements.

        5.21.13. All Social Security Contributions of any of the Companies which
                shall be due and payable prior to Closing have been paid or
                shall be paid prior thereto in accordance with the applicable
                laws and statutes.

        5.21.14. SCHEDULE 5.21.14 identifies each person to whom either of the
                Companies may be obligated to pay remunerations under the
                Employee Inventions Act (Arbeitnehmererfindungsgesetz). On or
                before the Closing Date, Curamik or the Subsidiary, as the case
                may be, shall enter into written agreements with each of such
                persons that shall satisfy its respective obligations under such
                Act. On the Closing Date there shall not be any circumstances on
                the basis of which any employee of any of the Companies could
                raise such a claim under the Employee Inventions Act against any
                of the Companies.

        5.21.15. During the three year period ended June 30, 2002, except as
                disclosed in SCHEDULE 5.21.15, neither Aavid Germany nor any of
                the Companies has violated any workers' health and/or safety
                laws, regulations, rules and standards.

5.22.   Environmental

        5.22.1. For purposes of this Agreement, the term "Environmental Permit"
                means any permit, license, approval or other authorization
                issued under any Environmental Law (as defined below).

        5.22.2. Each of the Companies and their respective properties, assets,
                businesses, and operations has all required Environmental
                Permits that are material to the business conducted by each of
                the Companies, and each of the Companies and their respective
                properties, assets, businesses and operations is, and has been,
                in compliance with all applicable Environmental Laws (as defined
                below) and Environmental Permits, except for such violations as
                would not, individually or in the aggregate, have a Material
                Adverse Effect. The term "Environmental Laws" means any federal,
                state, local or foreign statute, code, ordinance, rule,
                regulation, agreement, policy, guideline, technical instruction,
                permit, consent, approval, license, judgment, order, writ,
                decree, injunction or other authorization, including the
                requirement to register underground storage tanks, relating to:
                (i) releases or discharges of "Hazardous Material" (as such term
                may be defined under any of the Environmental Laws) into the
                environment or any structure, including into air, ambient air,
                soil, soil gas, sediments, land surface or subsurface, buildings
                or facilities, surface water, groundwater, publicly-owned
                treatment works, septic systems or land; or (ii) the generation,
                treatment, storage,

<PAGE>
26

                recycling, disposal, use, handling, manufacturing,
                transportation, distribution in commerce, or shipment of
                Hazardous Material.

        5.22.3. No Environmental Claims or Environmental Liabilities (as such
                terms are defined below) are being asserted against any of the
                Companies and none of the Companies is aware of any acts,
                omissions, facts, or circumstances which would so subject it,
                arising from or based upon any act, omission, event, condition
                or circumstance occurring or existing on or prior to the date
                hereof or for which any of the Companies is responsible,
                including any such Environmental Claims or Environmental
                Liabilities arising from or based upon the present or former
                ownership or the present or former operation of assets,
                businesses or properties of any of the Companies which, if
                adversely determined, would individually or in the aggregate
                have a Material Adverse Effect. None of the Companies has
                received any notice of any violation of any Environmental Law or
                Environmental Permit or any Environmental Claim in connection
                with its present or former assets, properties, businesses or
                operations. The Seller has provided to Purchaser and has
                disclosed on SCHEDULE 5.22.3 all environmental assessment
                reports prepared by, or on behalf of, any of the Companies since
                January 1, 1997 (or earlier for any such matter which is
                unresolved) regarding the environmental condition of any of the
                Companies' properties or the environmental compliance of any of
                the Companies. The term "Environmental Claim" means any third
                party (including claims of Governmental Entities, employees or
                other private parties) action, lawsuit, claim, investigation
                proceeding which seeks to impose liability for (i) noise; (ii)
                pollution or contamination of the air, ambient air, surface
                water, ground water, soil, soil gas or any structure, building
                or facility; (iii) Hazardous Materials Management; (iv) exposure
                to Hazardous Material; (v) the safety or health of employees,
                consumers, customers or vendors; or (vi) any violation of any
                Environmental Law or Environmental Permit. The term
                "Environmental Liabilities" includes all costs arising from any
                Environmental Claim or violation or alleged violation or
                circumstance or condition which would give rise to a violation
                or liability under any Environmental Permit or Environmental Law
                under any theory of recovery, at law or in equity, and whether
                based on negligence, strict liability or otherwise, including
                but not limited to: remedial, removal, response, abatement,
                investigative, monitoring, personal injury and damage to
                property, and any other related costs, expenses, losses,
                damages, investigatory remediation or monitoring costs,
                penalties, fines, liabilities and obligations, including
                reasonable attorney's fees and court costs.

5.23.   Insurance

        SCHEDULE 5.23 is a list and description, including policy numbers, of
        all insurance policies owned or held by the Companies covering the
        Companies, their respective employees or assets. Such policies are in
        full force and effect, and the Companies are not in default under any of
        them in any material respect. None of the Companies has received any
        notice of non-renewal, cancellation or intent to cancel or intent not to
        renew with respect

<PAGE>
27

        to such insurance policies or, to the best knowledge of the Seller, is
        there any basis for any such action. Schedule 5.23 also contains a list
        of all pending claims with any insurance company and any instances
        within the previous three years of a denial of coverage of the Companies
        by any insurance company.

5.24.   No Illegal or Improper Transactions

        No member of the Seller Group, and none of their respective directors,
        officers or employees has, directly or indirectly used funds or other
        assets of Aavid Germany or any of the Companies, or made any promise or
        undertaking, for (a) illegal contributions, gifts, entertainment or
        other expenses relating to political activity; (b) illegal payments to
        or for the benefit of governmental officials or employees, whether
        domestic or foreign; (c) illegal payments to or for the benefit of any
        person, firm, corporation or other entity, or any director, officer,
        employee, agent or representative thereof; or (d) the establishment or
        maintenance of a secret or unrecorded fund; and there have been no
        intentionally false or fictitious entries made in the books or records
        of Aavid Germany or any of the Companies.

5.25.   Tax

        5.25.1. Except to the extent disclosed in SCHEDULE 5.25.1, all tax
                returns, notices, computations and other documents relating to
                any Tax required by law to be filed by Aavid Germany or any of
                the Companies prior to Closing have been (or not later than the
                Closing Date, shall be) duly and properly filed and all requests
                from any Taxation Authority pertaining to any of such filings
                have been (or not later than the Closing Date, shall be) duly
                and properly answered. Except to the extent disclosed in
                Schedule 5.25.1, all returns, notices, computations and other
                documents and responses, relating to any taxable year of Aavid
                Germany or any of the Companies challenged or which still may be
                challenged by the Taxation Authorities, are accurate, are not
                subject to any material dispute, and to the best knowledge of
                the Seller, are not likely to become subject to any material
                dispute.

        5.25.2. Except as otherwise set forth in SCHEDULE 5.25.2, each Tax with
                respect to Aavid Germany and each of the Companies which shall
                be due and payable prior to Closing has been paid or shall be
                paid prior thereto (except to the extent disputed). No
                assessments for Taxes owed by Aavid Germany or any of the
                Companies have been made or proposed which have not been
                provided for in the Accounts. All Tax of Aavid Germany and the
                Companies relating to the period up to and including the
                Accounts Date have been paid or accounted for in the Accounts.

        5.25.3. Except as set forth on SCHEDULE 5.25.3, neither Aavid Germany
                nor any of the Companies has paid or become liable to pay, and
                there are not any circumstances which, to the best knowledge of
                the Seller, are likely to arise prior to Closing by reason of
                which Aavid Germany or any of the Companies is likely to become
                liable to pay, any penalty, fine, surcharge or interest

<PAGE>
28

                (other than interest unrelated to the assessment of a penalty,
                fine or surcharge) to any Taxation Authority.

        5.25.4. Except to the extent otherwise disclosed on SCHEDULE 5.25.4,
                neither Aavid Germany nor any of the Companies has suffered any
                on-site investigation, audit or visit by any Taxation Authority
                during the period between January 1, 1999 and the date of this
                Agreement; and Seller is not aware, to the best of its
                knowledge, of any such investigation, audit or visit planned for
                the next twelve months.

        5.25.5. Neither Aavid Germany nor any of the Companies shall become
                liable for the payment of any Tax solely by virtue of the
                execution and/or closing of this Agreement.

        5.25.6. No transactions or arrangements involving Aavid Germany or any
                of the Companies shall have taken place prior to Closing which
                are such that any provision relating to transfer pricing is
                likely to be invoked by a Taxation Authority. Except as provided
                in the Accounts, Aavid Germany and the Companies have no
                liability as of the Accounts Date to Taxation on income or gains
                except in respect of and to the extent of income and profits
                actually received, nor shall any arrangements prior to Closing
                exist which might give rise to such a liability.

5.26.   Brokers

        No member of the Seller Group has (i) incurred any obligation or
        liability, contingent or otherwise, for brokers' or finders' fees or
        commissions in connection with the transactions contemplated by this
        Agreement which could be payable by Aavid Germany or any of the
        Companies; or (ii) made any statement or representation or entered into
        any discussion which could give rise to any such obligation or
        liability.

5.27.   Indebtedness etc between any of the Members of the Seller Group

        5.27.1. There is no indebtedness due from any of the members of the
                Seller Group to any other member of the Seller Group that shall
                not be satisfied in full on or prior to the Closing Date.

        5.27.2. No member of the Seller Group has given any guarantees or
                indemnities in respect of any liabilities of any other member of
                the Seller Group.

6.      REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

        The Purchaser hereby gives the following representations and warranties
        to the Seller. Unless otherwise specifically stated, the representations
        and warranties shall be true and accurate as of the date of Closing.

6.1.    Power and Authority of the Purchaser

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29

        6.1.1.  The Purchaser is a limited liability company duly organized and
                validly existing under the laws of the Austria.

        6.1.2.  The Purchaser has full power and authority to purchase the
                Shares and to perform all other undertakings hereunder and the
                execution, delivery and performance of this Agreement. This
                Agreement has been duly and validly executed and delivered by
                the Purchaser, and, assuming this Agreement constitutes a valid
                and binding obligation of the Seller, this Agreement constitutes
                a valid and binding agreement of the Purchaser, enforceable
                against the Purchaser in accordance with its terms, subject to
                bankruptcy, insolvency, fraudulent transfer, reorganization,
                moratorium and similar laws of general applicability relating to
                or affecting creditors' rights and to general equity principles.

6.2.    Consents and Approvals

        The execution, delivery and performance of this Agreement do not, and
        the consummation of the transactions contemplated hereby and compliance
        with the provisions of this Agreement will not (a) conflict with or
        violate the deed of foundation or the articles of association of the
        Purchaser, (b) conflict with or violate any statute, ordinance, rule,
        regulation, judgment, order, writ, injunction, decree or law applicable
        to the Purchaser, or by which any of them or any of their respective
        properties or assets may be bound or affected, or (c) result in a
        violation or breach of or constitute a default (or an event which with
        or without notice or lapse of time or both would become a default)
        under, or give to others any rights of termination, amendment,
        acceleration or cancellation of, or result in any loss of any benefit
        under, or the creation of Liens on any of the property or assets of the
        Purchaser. No consent, approval, order or authorization of, or
        registration, declaration or filing with, any federal, state or local
        government or any court, administrative or regulatory agency or
        commission or other governmental authority or agency, domestic or
        foreign (a "Governmental Entity"), is required by the Purchaser in
        connection with the execution and delivery of this Agreement by the
        Purchaser or the consummation by it of the transactions contemplated
        hereby, except for consents, approvals, orders, authorizations,
        registrations, declarations or filings, the failure of which to obtain
        would not individually or in the aggregate have a Material Adverse
        Effect.

6.3.    Due Diligence

        The Purchaser has conducted a due diligence review of Aavid Germany and
        the Companies and, as of the date of this Agreement, is unaware of any
        facts that are inconsistent with the warranties and representations of
        the Seller contained in Article 5 hereof.

6.4.    Brokers

        Except for the obligations owed by the Purchaser to Blitzer Ricketson &
        Company, Purchaser has not (i) incurred any obligation or liability,
        contingent or otherwise, for

<PAGE>
30

        brokers' or finders' fees or commissions in connection with the
        transactions contemplated by this Agreement which could be payable by
        Purchaser; or (ii) made any statement or representation or entered into
        any discussion which could give rise to any such obligation or
        liability. Purchaser shall be solely responsible for the payment of all
        obligations owed by it to Blitzer Ricketson & Company.

7.      CLOSING CONDITIONS

7.1.    Conditions to Seller's Obligations to Close

        The obligation of the Seller to consummate the transactions contemplated
        hereby at the Closing is subject to the fulfillment to the satisfaction
        of the Seller, or the waiver by the Seller, at or prior to the Closing
        of each of the following conditions:

        7.1.1.  Each of the representations and warranties of the Purchaser
                contained in Article 6 shall be true, correct and complete on
                and as of the Closing Date as though then made.

        7.1.2.  All covenants, agreements and conditions contained in this
                Agreement to be performed or complied with by the Purchaser on
                or prior to the Closing Date shall have been performed or
                complied with.

        7.1.3.  On or prior to the Closing Date, the Purchaser shall execute a
                written instrument of assumption of the guarantee and
                indemnification obligations for the subsidies provided by German
                government agencies for the Property occupied by Curamik in
                Eschenbach, Germany (the "Eschenbach Property") in the form as
                annexed hereto as Exhibit D.

7.2.    Conditions to the Obligations of Purchaser to Close

        The obligation of the Purchaser to consummate the transactions
        contemplated hereby at the Closing is subject to the fulfillment to the
        satisfaction of Purchaser, or the waiver by them, at or prior to the
        Closing of each of the following conditions:

        7.2.1.  Each of the Warranties contained in Article 5 shall be true,
                correct and complete on and as of the Closing Date as though
                then made, provided, HOWEVER, that if any of such Warranties
                shall not be true, correct and complete on and as of the Closing
                Date, such untrue, incorrect or incomplete Warranty or
                Warranties shall not have, individually or in the aggregate, a
                Material Adverse Effect.

        7.2.2.  All covenants, agreements and conditions contained in this
                Agreement to be performed or complied with by each of the
                members of the Seller Group on or prior to the Closing Date
                shall have been performed or complied with in all material
                respects.

        7.2.3.  On or prior to the Closing Date, all filings, registrations,
                approvals, notifications etc that any member of the Seller Group
                shall be required by

<PAGE>
31

                law to have in order to consummate the transfer of the Shares to
                the Purchaser, and to consummate the transactions contemplated
                by this Agreement shall have been duly obtained by the
                appropriate member of the Seller Group and shall be effective on
                and as of the Closing Date.

        7.2.4.  On the Closing Date, Curamik shall have cash on hand in the
                aggregate amount of Euro894,000 which shall remain with, and
                shall not be transferred from, Curamik through the consummation
                at the Closing of the transactions contemplated herein and
                hereby.

        7.2.5.  On the Closing Date, Seller shall have delivered the Net Assets
                Certificate to the Purchaser.

        7.2.6.  There shall have been (a) no Material Pre-Closing Claim; (b) no
                Material Adverse Effect upon the assets, business, operations,
                employee relations, customer or supplier relations, operating
                results, prospects or condition (financial or otherwise) of the
                Companies taken as a whole and (c) no material adverse Federal
                or state legislative or regulatory change affecting the
                respective businesses, products or services of the Companies
                taken as a whole.

8.      INDEMNIFICATION - GENERAL

8.1.    Breach of the Warranties

        8.1.1.  If and to the extent any of the representations and warranties
                set forth in Article 5 is incorrect or not complied with, the
                legal consequences set forth in this Article 8 shall apply. The
                Parties acknowledge that the legal consequences set forth in
                this Article 8, the representations and warranties set forth in
                Article 5 and the commercial, governmental and contractual
                liabilities set forth in Section 8.2 are homogeneous with and an
                inseparable part of, this Agreement.

        (a)     If any of the representations and warranties set forth in
                Article 5 is incorrect or not complied with, or if Seller shall
                become liable with respect to any of the commercial,
                governmental and contractual liabilities set forth in Section
                8.2, then Purchaser shall not be entitled to

                (i)     rescind this Agreement in accordance with Sections 437
                        para 2, 440, 323 and 326 para 5 of the German Civil Code
                        ("Rucktritt").

                (ii)    ask for completion or repetition of performance in
                        accordance with Sections 437 para 1 and 439 of the
                        German Civil Code ("Nachbesserung" or "Nacherfullung").
                        Also, Seller shall not be entitled to conduct such
                        completion or repetition of performance.

<PAGE>
32

                (iii)   to claim for damages instead of full performance
                        according to Sections 437 para 3, 440, 280, 281, and 311
                        a German Civil Code ("Schadensersatz statt der ganzen
                        Leistung").

        (b)     In case of any Seller's negligence prior to execution of this
                Agreement, Purchaser's rights according to Section 311 para 2 of
                the German Civil Code ("culpa in contrahendo") shall be limited
                to claims for damages. The Purchaser waives any right to rescind
                this Agreement ("Rucktritt") or claim for adjustment of the
                Agreement ("Vertragsanpassung").

        (c)     The rights excluded by Sections 8.1.1 (a) and (b) are, to the
                extent legally possible, waived by Purchaser and Seller.

        (d)     If any of the representations and warranties set forth in
                Article 5 is incorrect or not complied with, or if Seller shall
                become liable with respect to any of the commercial,
                governmental and contractual liabilities set forth in Section
                8.2, then Purchaser shall be entitled to

                (i)     reduce the purchase price in accordance with Sections
                        437 para 2 and 441 of the German Civil Code
                        ("Minderung") and to ask for repayment of the purchase
                        price which shall be calculated in accordance with
                        Section 8.1.1. (f) and limited in accordance with
                        Section 8.5; or

                (ii)    damages, excluding damages instead of full performance
                        ("Schadensersatz statt der ganzen Leistung").

        (e)     Wherever and to the extent that in this Agreement
                representations and warranties are given by the Seller "to the
                best of the Seller's knowledge" or "so far as the Seller is
                aware" Purchaser waives the right to claim for reduction of the
                purchase price in accordance with Sections 437 para 2 and 441 of
                the German Civil Code ("Minderung"). Purchaser's rights shall
                then be limited to claim for damages exclusively, excluding
                damages instead of full performance ("Schadensersatz statt der
                ganzen Leistung") according to Section 8.1.1. (d) (ii). The
                Parties agree that Seller's breach of such representations and
                warranties only shall be deemed as negligent according to
                Section 280 para 1 German Civil Code if Seller did not comply
                with Section 1.2 (c) of this Agreement. The Seller shall have
                the burden of proof to have complied with its duties according
                to Section 1.2 (c). Seller's liability and its duty to
                investigate the correctness of such given representations and
                warranties shall be limited to the scope of "to the best of the
                Seller's knowledge" as described in Section 1.2 (c).

        (f)     Purchaser's claims for damages may include all costs or losses
                according to Sections 249 following of the German Civil Code
                ("ss.ss. 249 ff BGB") that will be necessary to put Purchaser
                or, at the Purchaser's option, whichever of the Companies shall
                be affected, into the position it would have been in if the
                respective representation and warranty had been correct or had
                been complied

<PAGE>
33

                with, including the compensation of any damages, cost, loss or
                expense incurred by the affected company or the Purchaser as the
                case may be.

        8.1.2.  Purchaser shall notify Seller of an asserted claim for reduction
                of the Purchase price under this Section 8 within 90 days of its
                discovery of the material facts. Such notice shall specify the
                particulars of the claim. In the event that the Seller disputes
                the Purchaser's claim, such dispute shall be resolved in
                accordance with the provisions of Article 12 hereof.

        8.1.3.  The provisions of Articles 5 and 8 shall survive the execution,
                delivery and performance of this Agreement and the consummation
                of the transactions contemplated hereby.

8.2.    Commercial, Governmental and Contractual Liabilities

        8.2.1.  The Seller shall indemnify and hold harmless the Purchaser, any
                Affiliate of the Purchaser, as well as Aavid Germany and each of
                the Companies (collectively, the "Indemnitees") with respect to
                89.4% of any and all loss, claim or damage (together with all of
                the Indemnitees' respective reasonable counsel fees pertaining
                thereto) that any of the Indemnitees may suffer as a result of
                or with respect to:

        (a) the exercise of any put or call option applying to any shares of
        Curamik not held by Aavid Germany, Mr. Maier or Dr. Schulz-Harder, and
        existing prior to the Closing, the exercise of any rights that the
        holder of any such option may possess and the demand by the holder of
        any such option may make regarding the performance of any obligations
        that any member of the Seller Group may owe pursuant to any such option;

        (b) the ownership prior to the Closing by any member of the Seller Group
        of (a) a limited partnership interest in Sario GmbH & Co KG; and (b)
        shares of and/or a share capital interest in Sario
        Grundstucks-Vermietungsgesellschaft mbH;

        (c) any claims, actions or proceedings alleging infringement by, seeking
        payment of damages from and/or requesting injunctive relief against any
        of the Indemnitees which shall be asserted by (a) any of the holders of
        US patent nos. 5423376 and 4483810, European patent nos. 0611235 and
        0085914, Japanese patent no. 16854871 and French patent no. 9301870; and
        (b) any third party asserting rights against any of the Indemnitees on
        the basis of the aforementioned patents, so long as the use of the
        aforementioned patents is consistent with the past practices of Aavid
        Germany and the Companies;

        (d) any claims, actions or proceedings resulting from events,
        transactions or occurrences prior to the Closing alleging (a)
        non-compliance with Environmental Permit requirements; (b) violation of
        emission and discharge limits or other restrictions set forth in any
        license, permit or other authorization granted to any of the Companies
        under any applicable law including any Environmental Law or

<PAGE>
34

        Environmental Permit; (c) non-compliance with Environmental Laws
        regarding the treatment, storage transportation or any other handling of
        waste; or (d) contamination of soil, soil gas or groundwater;

        (e) the transport prior to the Closing of any caustic solution to BECE
        Leiterplatten-Chemie GmbH including, but not limited to, any claims,
        actions or proceedings alleging violation of applicable waste
        transportation laws and regulations resulting from the transport
        thereof;

        (f) violations prior to the Closing of workers' health and/or safety
        laws, regulations, rules and standards disclosed in Schedule 5.21.15
        hereto;

        (g) any increase of redundancy payments, as a result of events prior to
        the Closing, beyond the level common in the industry by the provisions
        of any social plan concluded between the management and the works
        council of Curamik concerning redundancies; and

        (h) the requalification of freelancers, individuals holding service
        agreements other contractual partners of Aavid Germany or any of the
        Companies as of the Closing as employees thereof including, but not
        limited to, any liability for the payment of any Taxes and/or Social
        Security Contributions for any period up to the next termination date
        for the freelance or other agreements of such individuals.

8.3.    Environmental Remediation Liabilities

        The parties agree that Seller shall cause Curamik to engage the services
        of a reputable environmental engineering firm, subject to the approval
        of the Purchaser, which such approval shall not be unreasonably withheld
        of delayed, to conduct Phase I and Phase II environmental site
        assessments of the Eschenbach Property. Purchaser shall pay the
        reasonable fees and expenses of such engineering firm in performing such
        site assessments. Such site assessments shall be conducted as soon after
        the execution of this Agreement as is reasonably possible. Prior to
        commencement of the site assessments, the Parties will agree upon the
        scope thereof which shall include, but may not be limited to, a
        determination of the existence or presence of any contamination of soil,
        gas, water and ground water, buildings and installations as well as the
        compliance with legal requirements, permits and environmental
        agreements. Neither of the Parties shall unreasonably delay or withhold
        its agreement to the determination of such scope. In the event that
        either of the site assessment reports issued by said engineering firm
        upon completion of such site assessments reveals or establishes that (a)
        any of the warranties or representations contained in Section 5.22 is
        untrue; (b) any Hazardous Material is present at, on, within or beneath
        the land and buildings comprising the Eschenbach Property in
        concentrations that are in excess of permissible levels established by
        the relevant governmental authorities; (c) any provision of any
        Environmental Law has been violated by reason of the existence or
        presence of any impermissible substance or condition at, on, within or
        beneath the land and buildings comprising the Eschenbach Property;
        and/or (d) any provision, requirement or condition pertaining to any
        Environmental Permit held by

<PAGE>
35

        Curamik with respect to the Eschenbach Property has been violated,
        Seller shall either reimburse Purchaser or Curamik for all fees, costs
        and expenses that either of them shall reasonably incur in connection
        with the repair, remediation and elimination of all Environmental
        Liabilities resulting therefrom, or Seller shall engage the services of
        all persons reasonably required to effectuate the repair, remediation
        and elimination of such Environmental Liabilities, and shall pay all
        fees, costs and expenses pertaining thereto directly. Upon completion of
        all work at the Eschenbach Property that shall be required in order to
        repair, remediate and eliminate of all Environmental Liabilities
        revealed or established by said reports, the Seller shall undertake and
        pay for such further site assessments as shall be necessary and
        appropriate to establish that the Eschenbach Property is in full
        compliance with all applicable Environmental Laws and Environmental
        Permits, and shall pay the reasonable fees and expenses of the attorneys
        and other advisors that Curamik or Purchaser shall engage in order to
        obtain appropriate findings, pronouncements, orders and approvals of the
        relevant governmental authorities regarding such compliance.

8.4.    Seller's Liability

        Subject to the limitations and conditions set forth in this Article 8,
        the Seller shall be liable for any breach of the Warranties set forth in
        Article 5, the commercial, governmental and contractual liabilities set
        forth in Section 8.2 and the environmental remediation liabilities set
        forth in Section 8.3.

8.5.    Limitation of Seller's Liability

        8.5.1.  The liability of the Seller shall be limited as follows:

        (a) Seller shall have no liability in respect of any breach or breaches
        of the Warranties set forth in Article 5 and/or the commercial,
        governmental and contractual liabilities set forth in Section 8.2 unless
        89.4% of the aggregate amount of the liability in respect of all
        Eligible Claims exceeds the sum of Euro200,000 in which case (subject to
        the other provisions of this Section 8.5.1) Seller shall be liable for
        the payment of the aggregate amount thereof.

        (b) Seller's liability for any breach or breaches of any of the
        warranties and representations set forth in Section 5.4, Seller's
        obligations pursuant to Section 8.3 hereof and/or either of the Ixys and
        Ferraz Claims shall not exceed, in the aggregate, the Purchase Price.

        (c) Except as otherwise provided in Section 8.5.1(b), Seller's liability
        for any breach or breaches of the Warranties set forth in Article 5
        and/or the commercial, governmental and contractual liabilities set
        forth in Section 8.2 shall not exceed, in the aggregate, Euro3,200,000.

        (d) Liability in respect of the Warranties shall terminate:


<PAGE>
36

                (i)     in respect of matters contained in Section 5.4 (Title),
                        six months after the date the respective statute of
                        limitation for such matters expires;

                (ii)    in respect of matters contained in Section 5.12
                        (Intellectual Property Rights), the second anniversary
                        of the Closing Date;

                (iii)   in respect of matters contained in Section 5.22
                        (Environmental), ten days after Purchaser's receipt of
                        the Phase I and Phase II environmental site assessments
                        referred to in Section 8.3 hereof if such assessments
                        reveal that no Environmental Liabilities exist,
                        otherwise on the 30th day after the earlier of the date
                        all appropriate findings, pronouncements, orders and
                        approvals of the relevant governmental authorities
                        establishing that the Eschenbach Property is in
                        compliance in all material respects with all applicable
                        Environmental Laws and Environmental Permits have been
                        issued or the date that Purchaser ceases to diligently
                        seek to obtain any such findings, pronouncements, orders
                        and approvals.

                (iv)    in respect of matters contained in Section 5.25 (Tax)
                        six months after the date the respective statute of
                        limitations for such matters runs, or six months after
                        the final assessment of any Taxes following a tax audit
                        (Betriebsprufung) for the respective Tax and the
                        respective period, whichever first occurs; and

                (v)     on December 31, 2003 in respect of all others matters
                        contained in Article 5; except in respect of any claim
                        of which notice, as provided in Section 8.1.3, is given
                        to the Seller before that date.

        (e) Liability in respect of commercial, governmental and contractual
        liabilities set forth in Section 8.2 shall terminate six months after
        the date the respective statute of limitation for the relevant matter
        expires.

        (f) The Seller shall not be obligated to pay any amount in respect of
        the matter giving rise to a claim of liability to the extent (i) any
        specific allowance, provision or reserve is made with respect thereto in
        the Accounts; or (ii) that any recovery is made by Aavid Germany or
        either of the Companies with respect thereto pursuant to any claim made
        under any policy of insurance.

        8.5.2.  If any deficiency, damage, cost, loss or expense incurred by any
                of the Companies or the Purchaser, as the case may be, in
                respect of the breach of any of the Warranties generates a Tax
                credit, loss or deduction with respect thereto for any of the
                Companies, the amount of the reduction of the Purchase Price or
                the indemnity to be paid by the Seller shall be reduced by an
                amount equal to the actual reduction in Tax that the Companies
                shall be entitled to receive.

8.6.    Purchaser's Liability

<PAGE>
37

        Purchaser shall indemnify and hold Seller harmless with respect to any
        loss or damage (including Seller's reasonable counsel fees) that Seller
        may suffer or incur in the event that Purchaser fails to obtain, within
        90 days after the Closing Date, any authorizations, consents, approvals
        or permits of any Governmental Entity that the Purchaser shall be
        required by law to have in order to consummate the transactions
        contemplated by this Agreement.

9.      NOTICES

9.1.    All notices and other communications hereunder shall be in writing and
        shall be deemed given if sent by facsimile transmission (if receipt is
        electronically confirmed) or by a prepaid overnight courier service (if
        receipt is confirmed in writing) addressed to the Parties at the
        following addresses (or at such other address for a Party as shall be
        specified by like notice):

        (a)     In the case of the Seller:

                Aavid Thermal Technologies, Inc.
                One Eagle Square
                Suite 509
                Concord, New Hampshire  03301
                Attention: President
                Facsimile:  +1 603 224 6673

                with a copy to

                Faegre Benson Brendel
                Rechtsanwaelte
                Theodor-Heuss-Allee 108
                60486 Frankfurt am Main
                Germany
                Attention: Ralph Hummel
                Facsimile: +49 69 631561 11


        (b)     In the case of the Purchaser:

                Electrovac Fabrikation Electrotechnischer Spezialartikel GesmbH
                Aufeldgasse 37-39
                3400 Klosterneuburg
                Austria
                Attention: President
                Facsimile: + 43 2243 450 698

                with a copy to

                Hall Dickler Kent Goldstein & Wood, LLP
                909 Third Avenue, New York, New York  10022, USA

<PAGE>
38

                Attention: Steven D. Dreyer
                Facsimile: +1 212 935 3121

10.     TERMINATION; TERMINATION FEE

10.1.   Termination.

        This Agreement may be terminated by written notice by the terminating
        party to the other Party:

        10.1.1. by the mutual written consent of Purchaser and Seller;

        10.1.2. by Purchaser, if the Seller shall have breached or failed to
                perform in any respect any of its representations or warranties
                required to be performed by it under this Agreement (other than
                breaches that individually or in the aggregate would not
                materially impair the ability of the Parties to perform on a
                timely basis their respective obligations under this Agreement
                or the consummation of the transactions contemplated herein and
                hereby), and such breach or failure to perform has continued
                unremedied for ten business days following notice of such breach
                to Seller by the Purchaser;

        10.1.3. by the Seller, if Purchaser shall have breached or failed to
                perform in any respect any of its Warranties required to be
                performed by it under this Agreement (other than breaches that
                individually or in the aggregate would not materially impair the
                ability of the Parties to perform on a timely basis their
                respective obligations under this Agreement or the consummation
                of the transactions contemplated herein and hereby), and such
                breach or failure to perform has continued unremedied for ten
                business days following notice of such breach to Purchaser by
                the Seller; and

        10.1.4. by the Seller on, or at any time after July 17, 2002 in the
                event that no Closing occurs on or before such date, and
                Purchaser fails to obtain, on or before July 10, 2002, the
                financing commitments that Purchaser shall require in order to
                pay the Purchase Price.

10.2.   Effect of Termination

        In the event of termination of this Agreement as provided in Section
        10.1, this Agreement, upon Delivery of the Deposit by the Escrow Agent
        pursuant to the applicable provisions of Section 10.3, shall immediately
        become void and there shall be no liability or obligation on the part of
        Purchaser or the Seller or their respective officers, directors,
        shareholders or affiliates, except as set forth in Section 10.3 below;
        provided, however, that the provisions of Sections 10.2 and 10.3 of this
        Agreement shall remain in full force and effect and survive any
        termination of this Agreement.

10.3.   Termination Fee


<PAGE>
39

        10.3.1. Upon execution of this Agreement, the Purchaser shall deliver
                the sum of USD 250,000 (the "Deposit") to John Mitchell, Esq.,
                counsel for the Seller (the "Escrow Agent"), who shall hold the
                deposit in escrow in an interest bearing account and dispose of
                same pursuant to the provisions of this Agreement.

        10.3.2. Upon the Closing of the transactions contemplated herein and
                hereby, the Escrow Agent shall deliver the Deposit, together
                with all interest which shall have accrued thereon, to the
                Seller, and the amount thereof shall be credited by the Seller
                as a partial payment of the Purchase Price by the Purchaser.

        10.3.3. In the event that this Agreement (a) is terminated by the Seller
                pursuant to Section 10.1.4, or (b) fails to close for reasons
                (i) solely caused by the Purchaser, or (ii) solely attributable
                to the Purchaser including, but not limited to, Purchaser's
                breach of any warranty or representation contained in Article 6
                hereof, or inability to obtain financing in such aggregate
                amount as it shall require in order to pay the Purchase Price,
                the Escrow Agent shall deliver the Deposit, together with all
                interest which shall have accrued thereon, to the Seller, and
                this Agreement shall thereupon terminate without further
                liability or obligation on the part of any part to the other.

10.4.   In the event that this Agreement fails to close for reasons which are
        (i) solely caused by the Seller, or (ii) solely attributable to the
        Seller, the Escrow Agent shall deliver the Deposit, together with all
        interest which shall have accrued thereon, to the Purchaser, and this
        Agreement shall thereupon terminate without further liability or
        obligation on the part of any part to the other.

11.     MISCELLANEOUS

11.1.   This Agreement, including the Schedules hereof and the Exhibits hereto,
        and the documents referred to herein which form a part hereof, contain
        the entire agreement of the Parties hereto with respect to the subject
        matter contained herein and therein. All prior negotiations and
        agreements between the Parties hereto with respect to the transactions
        provided for herein are superseded by this Agreement.

11.2.   No waiver of any of the provisions of this Agreement shall be effective
        against any party to this Agreement unless reduced in writing and duly
        signed by such Party. The waiver by any Party of any right hereunder or
        of any breach of any of the terms hereof or defaults hereunder shall not
        be deemed a waiver of any other rights or any subsequent breach or
        default, whether of the same or of a similar nature, and shall not in
        any way affect the terms hereof except to the extent of such waiver.

11.3.   This Agreement can not be amended or modified unless made in writing and
        duly signed by or on behalf of the Seller and the Purchaser. The
        provisions of the immediately preceding sentence shall not apply to the
        extent that a notarial recording of any amendment or modification may be
        required in connection with the consummation of the

<PAGE>
40

        transactions contemplated hereby. In such event, the required amendment
        or modification shall be notarially recorded.

11.4.   If any provision of this Agreement is or becomes illegal, invalid or
        unenforceable that shall not affect the validity or enforceability of
        any other provisions of this Agreement.

11.5.   This Agreement may not be transferred, assigned, pledged or hypothecated
        by any Party hereto, other than by operation of law, except that the
        Purchaser may assign this Agreement to any of its affiliates. This
        Agreement shall be binding upon and shall inure to the benefit of the
        Parties hereto and their respective successors and assignees.

11.6.   Except as otherwise expressly provided in this Agreement, each Party
        shall pay its own and its own advisers' fees and expenses (including
        financial and legal advisors) incurred in connection with the
        negotiation, execution and closing of this Agreement or the transactions
        contemplated herein, and the Seller shall bear the fees and expenses of
        Aavid Germany and the Companies incurred in connection with the
        negotiation, execution and closing of this Agreement.

11.7.   Neither the Purchaser nor any of the members of Seller Group, or any of
        their respective directors, officers or employees, shall make any
        disclosure regarding the terms or conditions of this Agreement or the
        transfer and sale of the Shares to Purchaser without each Party's prior
        written consent, which consent shall not be unreasonably withheld or
        delayed. Notwithstanding the foregoing, the Seller shall be entitled to
        make such disclosures about this Agreement and the transactions
        contemplated hereby as it may be obligated to make in accordance with
        the applicable provisions of the United States Securities Exchange Act
        of 1934 and the regulations promulgated thereunder.

11.8.   No failure or delay on the part of any Party hereto in the exercise of
        any right hereunder shall impair such right or be construed to be a
        waiver of, or acquiescence in, any breach of any representation,
        warranty or agreement herein, nor shall any single or partial exercise
        of any such right preclude other or further exercise thereof or of any
        other right.

11.9.   This Agreement may be executed in any number of counterparts, each of
        which will be considered an original instrument, but all of which
        together will be considered one and the same agreement, and will become
        binding when one or more counterparts have been signed by and delivered
        to each of the Parties.

12.     GOVERNING LAW AND DISPUTES

12.1.   This Agreement shall be governed by and construed and enforced in
        accordance with the laws of the Federal Republic of Germany excluding
        the conflicts of laws provisions thereof and the provisions of the CISG.

12.2.   Any dispute, controversy or claim arising out of or in connection with
        this Agreement, or the breach, termination or invalidity thereof, shall
        be exclusively settled by arbitration in accordance with the arbitration
        rules of the DIS e.V. The arbitral tribunal shall be composed of three
        arbitrators. The place of arbitration including the making of the award
        shall be Frankfurt am Main, Germany. The language to be used in the
        arbitral

<PAGE>
41

        proceedings, and in all documents and submissions made to the arbitral
        tribunal, shall be English. Each party to the arbitral proceedings shall
        be responsible for its, his or her own and its, his or her own advisers'
        fees and expenses (including financial and legal advisors), PROVIDED,
        HOWEVER, that each of the parties to such proceedings shall pay their
        respective pro rata shares of the fees and other charges imposed by the
        administrator of such proceedings.

        This deed including Exhibit B was read aloud by in presence of the
        Notary Public to and approved by the persons appearing and signed by
        them and the Notary Public in their own hands as follows:

<PAGE>


                                    EXHIBIT A

                                    ACCOUNTS
                                    --------



<PAGE>
2

                                    EXHIBIT B


to
DEED-NO.___________________/2002

                            SHARE TRANSFER AGREEMENT

                                   I. RECITALS

The Seller holds in the stated capital of

                     AAVID THERMALLOY GERMANY HOLDINGS GMBH

- COMPANY -

with its registered seat in Eschenbach/oberpfalz, business address:

                                 Am Stadtwald 2
                               92676 Eschenbach,
                               Deutschland/Germany

registered in the Commercial Register of the Weiden in der Oberpfalz Local Court
under

                                    HRB 2253

in the nominal amount of Euro 25,000.--(Euro twenty five thousand) one share in
the nominal amount of Euro 25,000.-- (Euro twenty five thousand).


The share is fully paid in.


                             II. SALE AND ASSIGNMENT

Subject to the condition precedent

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3

that all Closing Conditions contained in Section 7 of the Share Sale and
Purchase Agreement are fulfilled the Seller hereby assigns his aforementioned
share to the Purchaser who hereby accepts the assignment. The condition
precedent shall be deemed to be fulfilled as soon as the Parties exchange the
following confirmations:

"The Seller/Purchaser herewith confirms that the condition precedent subject to
which the assignment of the sole share in Aavid Thermalloy Germany Holdings GmbH
was notarized on July 11, 2002 (UR-Nr. _________/2002 by Notary Public Dr. Heinz
Keilbach, Passau), is fulfilled and the transfer of the mentioned share
therewith has become effective. The fulfillment of other eventually existing
conditions precedent is herewith waived."

The aforementioned confirmations have to be sent to the Notary Public
respectively by the receiving Party without undue delay after receipt.

                                 III. WARRANTIES

The Seller warrants that his share described in the Recitals hereinabove is
legally existing, that the share is not encumbered with any rights of third
parties and that the capital contribution is fully paid in and not reimbursed at
any time.

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4

                                IV. PROFIT RIGHTS

The dividend rights for the current business year and all undistributed profits
shall accrue to the Purchaser.


                      B. KOSTEN, ABSCHRIFTEN/COSTS, COPIES


Separate certified copies of this Exhibit B, i.e. of the Share Transfer
Agreement contained therein shall be forwarded to:

-       the Company as notification in accordance with sec. 16 GmbHG (German Act
        on Companies with Limited Liability),

-       the person appearing,

-       the tax authority competent for the Company,

-       the Commercial Register.

The persons appearing declare that the relevant text for the certification of
this deed shall be the German text. In case of a different interpretation of the
German and English text, the German text shall therefore prevail.


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                                    EXHIBIT C

           ARTICLES OF ASSOCIATION OF AAVID GERMANY AND THE COMPANIES
           ----------------------------------------------------------


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6


                                    EXHIBIT D

                    FORM OF ASSUMPTION OF SUBSIDY OBLIGATIONS
                    -----------------------------------------


Electrovac Fabrikation Electrotechnischer Spezialartikel GesmbH ("Purchaser") as
Purchaser of all Shares in Aavid Thermalloy Germany Holdings GmbH hereby
undertakes to assume all guarantee and indemnification obligations from Aavid
Thermal Technologies, Inc. ("Seller") directly or indirectly related to the
contingent repayment obligation of curamik electronics GmbH in connection with
the subsidy granted by the State of Bavaria (represented by the Regierung
Oberpfalz) in the amount of DM 1,990,000 (reference no. ("Aktenzeichen")
300.1.-3079-15/95) within 30 days from the date of this Agreement at the latest
and will indemnify the Seller from and against any obligations, cost or expenses
it may suffer from the above obligations.


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Place                 Date




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Electrovac Fabrikation
Elektrotechnischer Spezialartikel GesmbH



