EMPLOYMENT AGREEMENT 


         AGREEMENT, dated as of January 1, 1995, by and between IEH CORPORATION,
a New York  corporation  maintaining its principal place of business at 140 58th
Street, Brooklyn, New York 11220 (the "Company"),  and Michael Offerman residing
at 2984 Wynsum Avenue, Merrick, New York 11566 (the "Employee").

         WHEREAS, the Company is engaged in the design, development, manufacture
and distribution of high performance  electronic  printed circuit connectors and
specialized interconnection devices.

         WHEREAS,  the Company desires to employ the Employee,  and the Employee
desires to accept such employment on the terms and conditions specified herein;

         NOW,  THEREFORE,  in consideration of the mutual covenants and promises
hereinafter stated, the parties hereto hereby agree as follows:

         1.      Employment.   The  Company agrees to employ the  Employee,  and
the Employee  hereby  agrees to work for the Company,  as a full- time  employee
during the Term (as hereinafter defined).  The Employee shall be employed as the
President of the Company.  Additionally,  the Company shall use its best efforts
to cause the  Employee  to be elected to the Board of  Directors  of the Company
during the term hereof.  "Best efforts" shall mean the Company causing its Board
of Directors to nominate  the  Employee to the  shareholders  of the Company for
election to the Board of Directors of the Company.

                  The Employee agrees to serve the Company faithfully and to the
best of his  ability and to perform  such  services  and duties of an  executive
nature in connection with the business, affairs and operations of the Company as
may be  reasonably  and in good faith  assigned or delegated to him from time to
time by or under the  authority  of the Board of  Directors  of the  Company and
consistent  with the position of  President,  and to use his best efforts in the
promotion and  advancement of the Company and its welfare and business.  Subject
to Section 3(g) herein, Employee shall be based in Brooklyn, New York.

         2.      Salary and Other Compensation.

                  (a) Base Salary.  The Employee's annual base salary during the
Term will be  $100,000.  Said  salary  shall be payable in  accordance  with the
employment  practices of the Company  generally,  which currently calls for such
salary to be paid in equal semi-monthly payments during each year of the Term.

                  (b)  Benefits.  The  Employee  will be entitled  to  vacation,
holiday,  sick time and health  insurance  benefits  according  to the  standard
benefit policies applicable to other employees of the Company. The Company shall
also  obtain  for the  benefit  of the  Employee  a term life  insurance  policy
providing  for a death benefit of $150,000  payable to a  beneficiary  named and
designated  by the Employee  provided that the Employee is insurable at standard
rates.

                  (c) Automobile  Allowance.  The Company shall,  at its option,
provide  the  Employee  with the use of, or, in the  alternative  an  automobile
allowance for a full size sedan during the Term. The Company shall reimburse the
Employee for the expenses  incurred and paid by him for the  insurance,  repair,
gas, maintenance and mobile telephone expenses.
<PAGE>
                  (d) Travel  and  Entertainment  Expenses.  The  Company  shall
reimburse the Employee for reasonable travel and entertainment expenses incurred
and paid by him in connection with and during the Term and in furtherance of the
interests of the Company.

                  (e) Withholding.  All references  herein to compensation to be
paid to the Employee are to the gross amounts  thereof which are due  hereunder.
The Company shall have the right to deduct therefrom: (i) all taxes which may be
required  to be  deducted or  withheld  under any  provisions  of the law now in
effect or which may become effective any time during the term of this Agreement;
and (ii) all benefits costs payable by the Company's similarly situated salaried
employees.

         3.      Term and Termination.

                  (a) Term. The term of this Agreement  shall be for a period of
five (5) years commencing as of January 1, 1995 and continuing  through December
31, 1999 (the "Term") unless sooner terminated in accordance with the provisions
of this Section 3.

                  (b)  Mutual   Consent.   This  Agreement  and  the  Employee's
employment  hereunder may be terminated at any time by the mutual consent of the
parties hereto.

                  (c) For Cause.  The  Employee's  employment  hereunder  may be
terminated  at any time by the  majority  vote of the Board of  Directors of the
Company  taken at any regular or special  meeting at which the Employee has been
afforded the  opportunity to participate  (without  considering  the vote of the
Employee for any purpose other than for purposes of establishing a quorum),  and
shall be effective upon written notice of actual  termination for "cause" to the
Employee which,  for the purposes of the foregoing,  shall solely be made upon a
determination  made in good faith by the Company's Board of Directors,  and upon
written  notice from the Company that  Employee has committed an act of personal
dishonesty intended to result in a substantial personal benefit or enrichment of
the  Employee  at the expense of the  Company.  For  purposes of this  agreement
"Cause"  shall mean (i) willful  disobedience  by the Employee of a material and
lawful  instruction  of the Board of  Directors  or any senior  executive of the
Company;  or (ii)  conviction  of the Employee of any felony or any  misdemeanor
involving  fraud or  embezzlement  or  similar  crime;  or (iii)  breach  by the
Employee of any material provision of this Agreement;  or (iv) conduct amounting
to fraud, dishonesty,  gross negligence,  willful misconduct;  provided that the
Company  shall  not have the  right to  terminate  the  employment  of  Employee
pursuant to the  foregoing  clause  (i),  (iii) or (iv)  unless  written  notice
specifying such breach shall have been given to the Employee and, in the case of
breach which is capable of being cured,  the Employee  shall have failed to cure
such breach within twenty (20) days after his receipt of such notice.

Upon  termination  for cause as provided in this  subsection  (c),  the Employee
shall not be entitled to receive any compensation or other benefits  pursuant to
this Agreement  except for any  compensation or benefits accrued under the terms
of this Agreement that remains  unpaid as of the  termination  date specified in
the above-mentioned notice of actual termination for cause.
<PAGE>
                  (d) Without Cause.  The Company may, at its option,  terminate
this  Agreement at any time without  cause upon written  notice to the Employee,
subject to payment to Employee of a severance  payment as hereinafter  provided.
For purposes  hereof,  "without cause" shall include,  without  limitation,  any
substantial  diminution  by the  Company of the  Employee's  duties  without the
consent of the  Employee and not  resulting  from (i) any act or omission by the
Employee which would  otherwise  constitue  grounds for dismissal for "cause" or
(ii) any  disability of the Employee.  Except as provided in  sub-paragraph  (h)
hereof,  in the event of termination  without cause pursuant to this  subsection
(d) during the Term of this Agreement, the Employee shall be entitled to receive
a  severance  payment  equal to the sum of the amount of base  salary that would
otherwise be payable to the Employee for the unexpired  portion of the Term plus
the sum of $50,000.  Such severance payments shall be paid by the Company to the
Employee in a single lump sum payment within 30 days following termination.

                  (e) Death of Employee.  The Employee's  employment  under this
Agreement will terminate  immediately upon his death, in which event there shall
be paid to  Employee's  estate,  as a death  benefit,  the  remaining  amount of
Employee's  base  salary for the  remainder  of the Term  following  the date of
death.

                  (f)  Disability  of  Employee.  In the event that the Employee
shall suffer (i) permanent and total physical or mental disability or incapacity
or (ii) any illness, disability or incapacity which prevents him from performing
his  duties  for a period of three (3)  consecutive  months or 90 days in any 12
month period, this Agreement may be terminated by the Company,  and the Employee
will be paid his accrued  but unpaid  salary to the date of such  disability  or
incapacity.

                  (g) Failure to Renew.  If the  initial  five year Term of this
Agreement  expires  and  Employee  and the Company  fail to agree upon  mutually
acceptable  terms for renewal within 30 days after the date of expiration of the
Term,  then in such case, the Employee shall be paid the sum of $50,000  payable
in equal semi-monthly installments during the six (6) month period following the
expiration of the initial five year Term.  Nothing  contained in this clause (g)
shall  require the  Employee  to  relocate  in the event the Board of  Directors
determines  to relocate  the Company and the  Employee  shall be entitled to the
payment set forth in clause (i) hereof in such event

                  (h)  Change of  Control.  Upon the  occurrence  of a Change of
Control Transaction (as hereinafter  defined) during the Term,  beginning on the
date of such  occurrence and continuing for a period of one (1) year  thereafter
(the  "Change  of  Control  Period"),  in the event of the first to occur of the
termination of the Employee's employment for any reason other than for cause (as
defined in subsection  (c) hereof) or the  resignation  of the Employee (for any
reason) during the Change of Control Period, the Employee shall be entitled to a
sum equal to the  balance of the base  salary for the  unexpired  portion of the
Term plus $50,000  payable in a single lump sum payment within 30 days following
the date of termination or resignation as the case may be. For purposes  hereof,
a "Change of Control Transaction" shall mean any one of the following events:

                           (i) any  "person"  (as such term is used in  Sections
                  13(d) and 14(d)(2) of the Securities  Exchange Act of 1934, as
                  amended (the  "Act"))  becomes a  "beneficial  owner" (as such
                  term is  defined  in Rule  13d-3  promulgated  under  the Act)
                  (other than the  Employee,  the Company,  any trustee or other
<PAGE>
                  fiduciary holding securities under an employee benefit plan of
                  the Company, or any corporation owned, directly or indirectly,
                  by the stockholders of the Company in  substantially  the same
                  proportions  as  their  ownership  of  stock  of the  Company)
                  directly  or   indirectly,   of   securities  of  the  Company
                  representing  30% or more of the combined  voting power of the
                  Company's then outstanding securities; or

                           (ii) the stockholders of the Company approve a merger
                  or consolidation of the Company with any other  corporation or
                  other entity,  other than (a) a merger or consolidation  which
                  would  result  in  the  voting   securities   of  the  Company
                  outstanding  immediately prior thereto continuing to represent
                  (either by remaining  outstanding  or by being  converted into
                  voting  securities of the surviving entity) more than 50.1% of
                  the  combined  voting  power of the voting  securities  of the
                  Company or such surviving entity outstanding immediately after
                  such merger or  consolidation or (b) a merger or consolidation
                  effected to  implement a  recapitalization  of the Company (or
                  similar  transaction)  in which no  "person"  (as  hereinabove
                  defined)  acquires more than 30% of the combined  voting power
                  of the Company's then outstanding securities; or

                           (iii) the  stockholders of the Company approve a plan
                  of complete liquidation of the Company or an agreement for the
                  sale or disposition by the Company of all or substantially all
                  of the Company's assets.

                  (i) Company  Relocation.  In the event the Board of  Directors
determines  to relocate  the Company to a location  outside of the New York City
Metropolitan area and the Employee  determines,  at his option,  not to relocate
with the Company,  then the Company  shall pay the Employee a severance  payment
equal to the amounts set forth in Section  3(d) hereof as if the  Employee  were
terminated without cause.

         4.       Noncompetition Agreement.

                  (a) The Employee  will be a full-time  employee of the Company
and shall  devote  all of his  business  time to the  performance  of his duties
hereunder.

                  Employee acknowledges that in the course of the performance of
his duties and as a necessary  incident thereof,  the Company may make available
or impart to Employee certain financial and business information  concerning the
business,  affairs,  plans,  and programs of the Company which is proprietary to
the Company and was not  obtained by the Employee  from  sources  other than the
Company (the "Proprietary Information").
<PAGE>
                  (b) For the Term hereof and for a period of one (1) year after
the  earlier  of  expiration  of such  Term  or the  termination  of  Employee's
employment for cause (as defined in Section 3(c) hereof), Employee shall not (i)
in business  or  otherwise  use for himself or disclose to any other  person any
Proprietary  Information  concerning the Company or any information with respect
to the business of the Company,  for any purpose  whatsoever;  (ii)  directly or
indirectly,  individually  or with  others,  solicit or  attempt to solicit  any
employees,  or any  representatives or agents of the Company, in connection with
any business which is the same as or similar to or competitive with the Business
of the  Company,  which  representative  or agent is known by  Employee  to be a
representative  or agent of the  Company  and  engaged  in the  Business  of the
Company.

                  (c) During the Term hereof Employee shall not in the States of
New York or New Jersey  serve as or become an  officer,  director,  shareholder,
consultant,  partner, owner,  principal,  or otherwise,  directly or indirectly,
enter into any business which is the same as or similar to or  competitive  with
the  business of the  Company or service  customers  of the  Company  within the
geographic areas indicated in this subsection.

                  (d)  Employee  further  agrees that he will not use any of the
Proprietary  Information  in  connection  with  the  purchase  or  sale  of  any
securities  of the Company.  The  provisions of this Section 4 shall survive the
termination of this Agreement.

                  (e)  Notwithstanding  the  aforementioned  one (1) year period
expressed in clauses (b) and (c) above,  in the event the Employee is terminated
by the Company  without  "Cause" (as defined in Section  3(c)  hereof)  then the
period of non-competition shall be void and of no effect.

                  (f) Notwithstanding the foregoing,  however, nothing contained
in this  Agreement  shall  prohibit  Employee from  purchasing and holding as an
investment  not more  than 5% of any class of the  issued  and  outstanding  and
publicly traded (on a recognized  national or regional securities exchange or in
the over-the-counter  market) security of any corporation,  partnership or other
business entity that conducts a business in competition  with the Company and of
which he is not an employee or director.

         5.      Dispute Resolution.  If the parties should disagree  as to any
matter at law under this Agreement,  the dispute shall be arbitrated in the City
of New York under the  auspices of the  American  Arbitration  Association.  The
party desiring  arbitration  shall serve upon the other party by certified mail,
return  receipt  requested,  a written  demand that the dispute by  submitted to
arbitration.  Each  party  shall  pay  one-half  the  fees and  expenses  of the
arbitrator  appointed  pursuant to the  procedures  of the American  Arbitration
Association.  The decision or the arbitrator  shall be binding upon the parties.
Judgment  upon the award  rendered  may be entered and  enforced in any court of
competent  jurisdiction.  Refusal  of either  party to  participate  in  binding
arbitration  concerning any  disagreement  of the provisions  hereunder shall be
considered a breach of this Agreement.

         6.      Survival.   The covenants and agreements contained in Section 4
hereof shall survive the term of this Agreement  notwithstanding  termination of
the Employee's employment.
<PAGE>
         7.      Restriction or Alienation. The  payments which shall become due
and payable to the  Employee  or his estate  under this  Agreement  shall not be
subject in any manner to anticipation,  alienation, sale, transfer,  assignment,
pledge, encumbrance or charge, and any attempt to so anticipate, alienate, sell,
transfer,  assign,  pledge,  encumber  or charge  the same  shall be void.  Such
payments shall not in any manner be liable or subject to the  Employee's  debts,
contracts, liabilities, engagements or torts.

         8.      Agreement  Binding  on  Successors.  This   Agreement  shall be
binding upon and shall inure to the benefit of the parties  hereto,  their legal
representatives,  heirs,  successors,  and assigns.  Nothing in this  Agreement,
express or implied,  is intended to confer on any person  other than the parties
and their respective assigns any rights or remedies under or by this Agreement.

         9.      Notices.  All  notices, requests,  waivers, demands, and  other
communications  required or permitted to be given  hereunder shall be in writing
and shall be deemed to have been duly given if mailed,  exclusive of the date of
deposit in the U.S.  mail,  postage  prepaid by  certified or  registered  mail,
return receipt requested, as follows:

                  (a)      To the Employee:             Michael Offerman
                                                        2984 Wynsum Avenue
                                                        Merrick New York 11566

                  (b)      To the Company:              IEH Corporation
                                                        150 58th Street
                                                        Brooklyn, New York 11220


Any such written notice shall be effective upon receipt, but not later than four
(4) days after the deposit with the U.S. Postal Service. Either party may change
such address by notice to the other  party.  Any other  written  notice shall be
effective upon receipt by the respective party.

         10.     Entire Agreement; Modification.  This Agreement represents  the
entire  agreement  between  the  parties,  and no other  prior  written  or oral
representation  or  understanding  shall have any further force or effect.  This
Agreement  may be modified  only by a subsequent  writing  signed by all parties
hereto.
<PAGE>
         11.     Separability.   The invalidity of any paragraph or subparagraph
hereof  shall not affect the  validity of any other  paragraph  or  subparagraph
hereof.

         12.     Waivers.  The failure of any of the parties to  this  Agreement
to require the  performance  of a term or  obligation  or to exercise  any right
under this  Agreement  or the waiver by any of the parties to this  Agreement of
any breach  hereunder shall not prevent  subsequent  enforcement of such term or
obligation or exercise of such right or the enforcement at any time of any other
right hereunder or be deemed a waiver of any subsequent  breach of the provision
so breached, or of any other breach, hereunder.

         13.      Governing  Law.  This  Agreement  shall  be  governed  by  and
construed  under the laws of the State of New York, and shall not be modified or
discharged  in whole or in part except by an agreement in writing  signed by the
parties hereto.

         14.      Counterparts.  This Agreement may be executed in counterparts,
each of which shall be considered to be an original,  and all of which  together
shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties have executed this Agreement under seal
as of the date first set forth above.

                                              IEH CORPORATION


                                              By________________________
                                              Name:
                                              Title:




                                              __________________________
                                              Michael Offerman
<PAGE>
                                 Amendment No. 1
                                       to
                              Employment Agreement


         This Amendment No. 1 to Employment Agreement,  dated as of November 27,
1996, amends that certain Employment Agreement by and between IEH CORPORATION, a
New York  corporation  maintaining  its principal  place of business at 140 58th
Street, Brooklyn, New York 11220 (the "Company"),  and Michael Offerman residing
at 2984  Wynsum  Avenue,  Merrick,  New York 11566 (the  "Employee") dated as of
January 1, 1995 ("Employment Agreement").

         1.       The Employment Agreement is hereby amended as follows:

         A.       Sections 3(d),(f),(g), (h) and (i) are hereby amended and
                  restated to read as follows:

                  (d) Without Cause.  The Company may, at its option,  terminate
this  Agreement at any time without  cause upon written  notice to the Employee,
subject to payment to Employee of a severance  payment as hereinafter  provided.
For purposes  hereof,  "without cause" shall include,  without  limitation,  any
substantial  diminution  by the  Company of the  Employee's  duties  without the
consent of the  Employee and not  resulting  from (i) any act or omission by the
Employee which would  otherwise  constitue  grounds for dismissal for "cause" or
(ii) any  disability of the Employee.  Except as provided in  sub-paragraph  (h)
hereof,  in the event of termination  without cause pursuant to this  subsection
(d) during the Term of this Agreement, the Employee shall be entitled to receive
a  severance  payment  equal to the sum of the amount of base  salary that would
otherwise be payable to the Employee for the unexpired  portion of the Term plus
the sum of $75,000.  Such severance payments shall be paid by the Company to the
Employee in a single lump sum payment within 30 days following termination.

                  (f)  Disability  of  Employee.  In the event that the Employee
shall suffer (i) permanent and total physical or mental disability or incapacity
or (ii) any illness, disability or incapacity which prevents him from performing
his  duties  for a period of three (3)  consecutive  months or 90 days in any 12
month period, this Agreement may be terminated by the Company,  and the Employee
will be paid (i) his accrued but unpaid salary to the date of such disability or
incapacity  and (ii) a severance  payment equal to the sum of the amount of base
salary that would otherwise be payable to the Employee for the unexpired portion
of the Term plus the sum of $75,000.  Such  severance  payments shall be paid by
the  Company  to the  Employee  in a single  lump  sum  payment  within  30 days
following termination.

                  (g) Failure to Renew.  If the  initial  five year Term of this
Agreement  expires  and  Employee  and the Company  fail to agree upon  mutually
acceptable  terms for renewal within 30 days after the date of expiration of the
Term,  then in such case, the Employee shall be paid the sum of $75,000  payable
in equal semi-monthly installments during the six (6) month period following the
expiration of the initial five year Term.  Nothing  contained in this clause (g)
shall  require the  Employee  to  relocate  in the event the Board of  Directors
determines  to relocate  the Company and the  Employee  shall be entitled to the
payment set forth in clause (i) hereof in such event.
<PAGE>
                  (h)  Change of  Control.  Upon the  occurrence  of a Change of
Control Transaction (as hereinafter  defined) during the Term,  beginning on the
date of such  occurrence and continuing for a period of one (1) year  thereafter
(the  "Change  of  Control  Period"),  in the event of the first to occur of the
termination of the Employee's employment for any reason other than for cause (as
defined in subsection  (c) hereof) or the  resignation  of the Employee (for any
reason) during the Change of Control Period, the Employee shall be entitled to a
sum equal to the  balance of the base  salary for the  unexpired  portion of the
Term plus $75,000  payable in a single lump sum payment within 30 days following
the date of termination or resignation as the case may be. For purposes  hereof,
a "Change of Control Transaction" shall mean any one of the following events:

                           (i) any  "person"  (as such term is used in  Sections
                  13(d) and 14(d)(2) of the Securities  Exchange Act of 1934, as
                  amended (the  "Act"))  becomes a  "beneficial  owner" (as such
                  term is  defined  in Rule  13d-3  promulgated  under  the Act)
                  (other than the  Employee,  the Company,  any trustee or other
                  fiduciary holding securities under an employee benefit plan of
                  the Company, or any corporation owned, directly or indirectly,
                  by the stockholders of the Company in  substantially  the same
                  proportions  as  their  ownership  of  stock  of the  Company)
                  directly  or   indirectly,   of   securities  of  the  Company
                  representing  30% or more of the combined  voting power of the
                  Company's then outstanding securities; or

                           (ii) the stockholders of the Company approve a merger
                  or consolidation of the Company with any other  corporation or
                  other entity,  other than (a) a merger or consolidation  which
                  would  result  in  the  voting   securities   of  the  Company
                  outstanding  immediately prior thereto continuing to represent
                  (either by remaining  outstanding  or by being  converted into
                  voting  securities of the surviving entity) more than 50.1% of
                  the  combined  voting  power of the voting  securities  of the
                  Company or such surviving entity outstanding immediately after
                  such merger or  consolidation or (b) a merger or consolidation
                  effected to  implement a  recapitalization  of the Company (or
                  similar  transaction)  in which no  "person"  (as  hereinabove
                  defined)  acquires more than 30% of the combined  voting power
                  of the Company's then outstanding securities; or

                           (iii) the  stockholders of the Company approve a plan
                  of complete liquidation of the Company or an agreement for the
                  sale or disposition by the Company of all or substantially all
                  of the Company's assets.

                  (i) Company  Relocation.  In the event the Board of  Directors
determines  to relocate  the Company to a location  outside of the New York City
Metropolitan area and the Employee  determines,  at his option,  not to relocate
with the Company,  then the Company  shall pay the Employee a severance  payment
equal to the amounts set forth in Section  3(d) hereof as if the  Employee  were
terminated without cause.

                  2.  Counterparts.  This  Amendment  No.1  may be  executed  in
counterparts,  each of which shall be considered  to be an original,  and all of
which together shall constitute one and the same instrument.
<PAGE>

         IN WITNESS  WHEREOF,  the parties have executed this Amendment No. 1 to
Employment Agreement as of the date first set forth above.

                                 IEH CORPORATION


                                                 By:
                                                 Name:
                                                 Title:



                                                 Michael Offerman