Exhibit 2.3
                                                                 Schedule 1.1(a)

                       ASSIGNMENT AND ASSUMPTION AGREEMENT

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

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

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

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

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

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

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

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

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



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

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

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

                                            AEROVOX INCORPORATED


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



                                            PARALLAX POWER COMPONENTS, LLC


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