EMPLOYMENT AGREEMENT 
 

         AGREEMENT,   dated  as  of  December  1,  1996,   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 Joan Prideaux
residing at 95 Jones Drive, Sayville, New York 11782 (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 Vice
President-Sales and Marketing of the Company.

                  The Employee agrees to serve the Company faithfully and to the
best of her  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 her from time to
time by or under the  authority of the  President of the Company and  consistent
with the  position of Vice  President-Sales,  and to use her best efforts in the
promotion  and  advancement  of the Company and its welfare and  business.  Such
duties shall include, (i) sales and marketing efforts, including advertising and
recruitment and hiring of sales personnel and  distribution,  (ii) budgeting for
orders, (iii) customer relations and interface.  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  $57,000.  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 her for the  insurance,  repair,
gas and maintenance.

                  (d) Travel  and  Entertainment  Expenses.  The  Company  shall
reimburse the Employee for reasonable travel and entertainment expenses incurred
and paid by her in connection with and during the Term and in furtherance of the
interests of the Company.
<PAGE>
                  (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 December 1, 1996 and continuing through November
30, 2001 (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  (i) by the  President  of the  Company  or (ii) by the
majority  vote of the Board of Directors of the Company  taken at any regular or
special meeting,  upon determination by either of "cause".  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 ten (10) days after her 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.

                  (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  herein,  "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  constitute  grounds for dismissal for "cause" or
(ii) any  disability of the Employee.  Except as provided in  sub-paragraph  (s)
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 $42,750.  Such severance payments shall be paid by the Company to the
Employee in a single lump sum payment within 45 days following termination.
<PAGE>
                  (e) Death of Employee.  The Employee's  employment  under this
Agreement will terminate  immediately upon her 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 her from performing
her  duties for a period of three (3)  consecutive  months or 120 days in any 12
month period, this Agreement may be terminated by the Company,  and the Employee
will be paid her 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 $42,750  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 (f)
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 (h) 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 $29,150  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
<PAGE>
                  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 her 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 her  business  time to the  performance  of her duties
hereunder.

                  Employee acknowledges that in the course of the performance of
her 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").

                  (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 herself 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 she 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.
<PAGE>
                  (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 she 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.
Punitive  awards shall not be granted.  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.

         7.  Restriction or Alienation.  The payments which shall become due and
payable to the Employee or her 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:          Joan Prideaux
                                                     95 Jones Drive
                                                     Sayville, NY 11782

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

<PAGE>
Any such written notice shall be effective  upon receipt,  but in no event 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.

         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:





                                                              Joan Prideaux