AGREEMENT

    


    


    THIS
      AGREEMENT is entered into the 3rd
      of
      January, 2008 by and between Nu Horizons Electronics Corp. (the “Company”) and
      Kurt Freudenberg (“Executive”).

    


    W
      I T N E
      S S E T H:

    


    WHEREAS,
      the Executive is employed as the Company’s Executive Vice President and Chief
      Financial Officer and is a valuable member of the management team;
      and

    


    WHEREAS,
      the Company desires to provide for the payment to Executive of certain amounts
      upon termination of employment following the occurrence of certain events during
      his employment so as to reinforce the Executive’s continued attention to his
      assigned duties without distraction if the possibility should arise of a change
      in control of the Company; and

    


    WHERAS,
      the Executive and the Company understand that any deferred payments made to
      the
      Executive may be subject to the requirements of Section 409A of the Internal
      Revenue Code of 1986, as amended (the “Code”);

    


    NOW,
      THEREFORE, in consideration of the premises and mutual covenants and agreements
      herein contained, the Company and Executive hereby agree as
      follows:

    


    	1.  	
            Employment.

          


    


    Executive
      agrees to continue to be employed as Executive Vice President and Chief
      Financial Officer and to devote his full time and attention to the business
      of
      the Company. Executive’s duties shall be determined from time-to-time by both
      the Chief Executive Officer and President of the Company. Executive shall report
      on a day-to-day basis to both the Chief Executive Officer and President of
      the
      Company. The Executive shall also report to the Audit Committee of the Board
      of
      Directors of the Company.

    


    	2.  	
            Compensation

          


     

    The
      Company agrees that, during the time that Executive is employed by the Company,
      it shall pay Executive a gross salary of Two Hundred Sixty-Five Thousand Dollars
      ($265,000) per annum (as such amount may be adjusted by the Board of Directors
      of the Company from time to time during the Executive’s employment, “Base
      Salary”). Such amount, net of all applicable tax deductions and withholdings
      required by law, shall be paid to Executive in accordance with the Company’s
      normal payroll practices.

    


    
      
         

      

      
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    	3.  	
            Confidential
              Information and
              Non-Competition

          


    


    (a) Executive
      acknowledges that as a result of his employment by the Company, Executive will
      obtain secret and confidential information as to the Company and its affiliated
      entities, that the Company and its affiliated entities will suffer substantial
      damage, which would be difficult to ascertain, if Executive shall enter into
      Competition (as defined below) with the Company or any of its affiliated
      entities and that because of the nature of the information that will be known
      to
      Executive it is necessary for the Company and its affiliated entities to be
      protected by the prohibition against Competition set forth herein, as well
      as
      the confidentiality restrictions set forth herein. Executive acknowledges that
      the provisions of this Agreement are reasonable and necessary for the protection
      of the business of the Company and its affiliated entities and that part of
      the
      compensation paid to Executive is in consideration for the agreements in this
      Section 3.

    


    (b) Competition
      shall mean:

    


    (i) participating,
      directly or indirectly, as an individual proprietor, partner, stockholder,
      officer, Executive, director, joint venturer, investor, lender, consultant
      or in
      any capacity whatsoever in the State of New York in a business in competition
      with the electronics components distribution business conducted by the Company
      or its affiliated entities during the period that Executive is employed by
      the
      Company (the “Employment Term”); provided, however, that such prohibited
      participation shall not include: (A) the mere ownership of not more than one
      percent (1%) of the total outstanding stock of a publicly held company; (B)
      the
      performance of services for any enterprise to the extent such services are
      not
      performed, directly or indirectly, for a business in the aforesaid Competition;
      or (C) any activity engaged in with the prior written approval of the Board
      of
      Directors of the Company.

    


    (ii) recruiting,
      soliciting or inducing any nonclerical employee or employee of the Company
      or
      its affiliated entities to terminate their employment with, or otherwise cease
      their relationship with, the Company or its affiliated entities or hiring or
      assisting another person or entity to hire any nonclerical employee of the
      Company or its affiliated entities. Notwithstanding the foregoing, if requested
      by an entity with which Executive is not affiliated, Executive may serve as
      a
      reference for any person who at the time of the request is not an employee
      of
      the Company or any of its affiliated entities.

    


    If
      any
      restriction set forth in above items (i) and/or (ii) is found by any court
      of
      competent jurisdiction, or an arbitrator, to be unenforceable because it extends
      for too long a period of time or over too great a range of activities or in
      too
      broad a geographic area, it shall be interpreted to extend over the maximum
      period of time, range of activities or geographic area as to which it may be
      enforceable.

    


    
      
         

      

      
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    (c) During
      and after the Employment Term, Executive shall hold in a fiduciary capacity
      for
      the benefit of the Company and its affiliated entities all secret or
      confidential information, knowledge or data relating to the Company and its
      affiliated entities, and their respective businesses, including any confidential
      information as to customers or vendors of the Company or its affiliated
      entities, (i) obtained by Executive during his employment by the Company or
      its
      affiliated entities; and (ii) not otherwise public knowledge or known within
      the
      Company's or its affiliated entities’ industries. Executive shall not, without
      prior written consent of the Company, unless compelled pursuant to the order
      of
      a court or other governmental or legal body having jurisdiction over such
      matter, communicate or divulge any such information, knowledge or data to anyone
      other than the Company and those designated by it. In the event Executive is
      compelled by order of a court or other governmental or legal body to communicate
      or divulge any such information, knowledge or data to anyone other than the
      Company and those designated by it, Executive shall promptly notify the Company
      of any such order and shall cooperate fully with the Company in protecting
      such
      information to the extent possible under applicable law.

    


    (d) Upon
      termination of Executive's employment with the Company, or at any other time
      as
      the Company may request, Executive will promptly deliver to the Company all
      documents which Executive may possess or have under his direction or control
      (whether prepared by the Company, an affiliated entity, Executive or a third
      party) relating to the Company or its affiliated entities or any of their
      respective businesses or properties.

    


    (e) During
      the Employment Term and for a period of one (1) year following termination
      thereof, Executive shall not enter into Competition with the Company or any
      of
      its affiliated entities.

    


    (f) In
      the
      event of a breach or potential breach of this Section 3, Executive acknowledges
      that the Company and its affiliated entities will be caused irreparable injury
      and that money damages may not be an adequate remedy and agree that the
      affiliated entities shall be entitled to injunctive relief (in addition to
      its
      other remedies at law) to have the provisions of this Section 3
      enforced.

    


    	4.  	
            Change
              of Control

          


    


    In
      the
      event of the complete termination of Executive’s employment (as contemplated
      under Code Section 409A) within one year following a “Change of Control” (as
      defined below) of the Company which termination is by the Company, or by the
      Executive for “Good Reason” as defined below, the Company shall pay Executive,
      within thirty (30) days of the termination of employment (subject to Section
      5
      below), a lump sum in an amount equal to his annual Base Salary in effect at
      the
      time of such event, plus a pro-rata portion of his annual bonus, based on the
      bonus paid to Executive for the immediately preceding fiscal year. All amounts
      paid to the Executive under this paragraph shall be treated as additional
      compensation and the Company shall have the right to deduct any taxes required
      by law to be withheld with respect to such amounts. As used herein “Change of
      Control” means (a) a change in control as such term is presently defined in
      Regulation 240.12b-2 under the Securities Exchange Act of 1934 ("Exchange Act");
      or (b) if any “person” (as such term is used in Section 13(d) and 14(d) of the
      Exchange Act) of the Company (other than any “person” who on the date of this
      Agreement is a director or officer of the Company), becomes the “beneficial
      owner” (as defined in Rule 13(d)-3 under the Exchange Act), directly or
      indirectly, of securities of the Company representing twenty (20%) percent
      of
      the voting power of the Company’s then outstanding securities, as the case may
      be, other than as a result of an acquisition of such securities from or by
      the
      Company; or (c) if during any period of two (2) consecutive years during the
      term of Executive's employment, individuals who at the beginning of such period
      constitute the Board of Directors of either the Company cease for any reason
      to
      constitute at least a majority thereof. For the purposes of this Agreement,
      “Good Reason” shall mean (i) reduction in the Executive’s (then) current Base
      Salary immediately preceding the Change in Control; (ii) the Company’s failure
      to pay the Executive any amounts otherwise earned, vested or due under any
      compensation plan or human resources policy of the Company immediately preceding
      the Change in Control; (iii) material reduction in the responsibilities assigned
      to the Executive, or assignment to the Executive of duties incompatible with
      the
      position occupied by the Executive, in each case immediately preceding the
      Change in Control; or (iv) relocation of the Executive’s position to a location
      more than 50 miles from the location to which the Executive was assigned
      immediately preceding the Change in Control. To the extent the payment required
      under this Section 4 would constitute a "parachute payment" within the meaning
      of Section 280G of the Code, then notwithstanding any other provision of this
      Section 4, in no event shall the amount to be paid to the Executive under this
      paragraph, exceed 2.99 times the Executive’s “base amount” (as defined in
      Section 280G(b)(3) of the Code).

     

    
      
         

      

      
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    	5.  	
            Specified
              Employee

          


    


    In
      the
      event the Executive is classified as a “Specified Employee” as of the date of
      termination of employment, as such term is defined in Code Section 409A and
      the
      regulations thereunder, and provided that the payment required pursuant to
      Section 4 hereof is determined to be subject to Code Section 409A, then
      notwithstanding the terms of Section 4, such payment shall be made on the first
      day of the seventh month following the date of the Executive’s termination of
      employment.

    


    	6.  	
            Termination

          


    


    The
      parties agree that Executive’s employment is “at-will” and can be terminated by
      either party at any time on two weeks’ notice. Upon any such termination,
      Executive shall be entitled to receive any accrued but unpaid salary and
      benefits under Section 2 hereof through the time of such termination. Upon
      any
      such termination within one year following a Change in Control, Executive shall
      be entitled to the amounts set forth in Section 4 hereof.

     

    
      
         

      

      
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    	7.  	
            Entire
              Agreement; Modification

          


    


    This
      Agreement constitutes the full and complete understanding of the parties hereto
      and will supersede all prior agreements and understandings, oral or written,
      with respect to the subject matter hereof. Each party to this Agreement
      acknowledges that no representations, inducements, promises or agreements,
      oral
      or otherwise, have been made by either party, or anyone acting on behalf of
      either party, which are not embodied herein and that no other agreement,
      statement or promise not contained in this Agreement shall be valid or binding.
      This Agreement may not be modified or amended except by an instrument in writing
      signed by the party against whom or which enforcement may be
      sought.

    


    	8.  	
            Severability

          


    


    Any
      term
      or provision of this Agreement which is invalid or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such invalidity or unenforceability without rendering invalid or unenforceable
      the remaining terms and provisions of this Agreement or affecting the validity
      or enforceability of any of the terms of provisions of this Agreement in any
      other jurisdiction.

    


    	9.  	
            Waiver
              of Breach

          


    


    The
      waiver by any party of a breach of any provisions of this Agreement, which
      waiver must be in writing to be effective, shall not operate as or be construed
      as a waiver of any subsequent breach.

    


    	10.  	
            Notices

          


    


    All
      notices hereunder shall be in writing and shall be deemed to have been duly
      given when delivered by hand, or one day after sending by express mail or other
      "overnight mail service," or three days after sending by certified or registered
      mail, postage prepaid, return receipt requested. Notice shall be sent as
      follows: if to Executive, to the address as listed in the Company's records;
      and
      if to the Company, to the Company at its office as set forth at the head of
      this
      Agreement, to the attention of its Chief Executive Officer. Either party may
      change the notice address by notice given as aforesaid.

     

    
      
         

      

      
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    	11.  	
            Assignability;
              Binding Effect

          


    


    This
      Agreement shall be binding upon and inure to the benefit of Executive and
      Executive’s legal representatives, heirs and distributees, and shall be binding
      upon and inure to the benefit of the Company, its successors and assigns. This
      Agreement may not be assigned by the Executive. This Agreement may not be
      assigned by the Company except in connection with a merger or a sale by the
      Company of all or substantially all of its assets and then only provided the
      assignee specifically assumes in writing all of the Company's obligations
      hereunder.

    


    	12.  	
            Governing
              Law

          


    


    (a) All
      issues pertaining to the validity, construction, execution and performance
      of
      this Agreement shall be construed and governed in accordance with the laws
      of
      the State of New York, without giving effect to the conflict or choice of law
      provisions thereof.

    


    (b) The
      Company and Executive each irrevocably consent that any legal action or
      proceeding against any of them under, arising out of or in any manner relating
      to, this Agreement or any other document delivered in connection herewith,
      may
      be brought in any court of the State of New York located within Nassau County
      or
      Suffolk County or in the United States District Court for the Eastern District
      of New York. The Company and Executive by the execution and delivery of this
      Agreement, expressly and irrevocably consent and submit to the personal
      jurisdiction of any of such courts in any such action or proceeding. The Company
      and Executive further irrevocably consent to the service of any complaint,
      summons, notice or other process relating to any such action or proceeding
      by
      delivery thereof to it by hand or by any other manner provided for in Section
      10. The Company and Executive hereby expressly and irrevocably waive any claim
      or defense in any such action or proceeding based on any alleged lack of
      personal jurisdiction, improper venue or forum non convenient or any similar
      basis. Nothing in this Section shall affect or impair in any manner or to any
      extent the right of the Company to commence legal proceedings or otherwise
      proceed against the Executive in any jurisdiction or to serve process in any
      manner permitted by law.

    


    	13.  	
            Headings

          


    


    The
      headings in this Agreement are intended solely for convenience of reference
      and
      shall be given no effect in the construction or interpretation of this
      Agreement.

    


    	14.  	
            Counterparts

          


    


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

    


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the Company has caused this Agreement to be duly executed
      by an
      authorized officer and Executive has hereunto set his hand as of the date first
      set forth above.

     

    
      	 	 	 
	 	 	NU HORIZONS ELECTRONICS CORP.
	 
 	 
 	 
 
	 	 	By: /s/ Richard
              Schuster 
	 	
              
Name:
              Richard Schuster
	 	Title:  
              President
	 	 
	 	 
	 	/s/ Kurt Freudenberg
	 	
              

              Kurt Freudenberg




    
      
         

      

      
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