Exhibit
      10.13

     

    IEC
      ELECTRONICS CORP.

    


    OPTION
      AWARD AGREEMENT

    PURSUANT
      TO

    2001
      STOCK OPTION AND INCENTIVE PLAN

    


    (Incentive
      Stock Option)

    


    OPTION
      AWARD AGREEMENT, executed in duplicate as of the 12th day of August, 2003,
      between IEC Electronics Corp., a Delaware corporation (the "Company"), and
      W.
      BARRY GILBERT, an officer of the Company (the "Optionee").

    


    RECITALS:

    


    A. In
      accordance with the provisions of the 2001 Stock Option and Incentive Plan
      of
      the Company (the "Plan") and pursuant to a resolution duly adopted by the Board
      of Directors of the Company on August 12, 2003, the Company is authorized to
      execute and deliver this Agreement on the terms and conditions herein set
      forth.

    


    B. All
      capitalized terms in this Agreement shall have the meaning assigned to them
      in
      the Plan.

    


    NOW,
      THEREFORE, in consideration of the mutual covenants hereinafter set forth and
      for other good and valuable consideration, the parties hereto agree as
      follows:

    


    1. Grant
      of Option.
      Subject
      to all the terms and conditions of the Plan and this Agreement, the Company
      hereby grants to the Optionee as of August 12, 2003 (the "Date of Grant") a
      Stock Option (the "Option") to purchase up to 275,000 shares of common stock
      of
      the Company (such number being subject to adjustment as provided in Section
      10),
      $.01 par value, on the terms and conditions herein set forth. In accordance
      with
      Section 422 of the Internal Revenue Code of 1986, as amended, this Option shall
      be an incentive stock option to the extent that the aggregate fair market value
      of shares which Optionee may purchase hereunder for the first time in any
      calendar year (and under all such plans of the Company) does not exceed
      $100,000. The Option shall be exercisable from time to time during the option
      term specified in Section 3 at the Option Exercise Price specified in Section
      2.

     

    
      
        
        

      

      
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    2. Option
      Exercise Price.
      The
      option exercise price per share of common stock covered by this Option shall
      be
      $0.95.

    


    3. Option
      Term.
      This
      Option shall expire at 5:00 p.m. (Eastern Time) on March 31, 2009 (the
“Expiration Date”), unless sooner terminated in accordance with Section
      7.

    


    4. Vesting
      and Exercise.
      This
      Option shall vest and be exercisable as follows:

    


    (a) Vesting
      and Exercise.

    


    (i) 55,000
      shares at such time as the closing price of the Corporation’s common stock as
      reported on the Over-the-Counter Bulletin Board or such other public market
      on
      which the Corporation’s shares are then traded equals or exceeds $1.50 per share
      for 30 consecutive days at any time between the Date of Grant and August 12,
      2006;

    


    (ii) 55,000
      shares at such time as the closing price of the Corporation’s common stock as
      reported on the Over-the-Counter Bulletin Board or such other public market
      on
      which the Corporation’s shares are then traded equals or exceeds $2.00 per share
      for 30 consecutive days at any time between the Date of Grant and August 12,
      2006;

    


    (iii) 55,000
      shares at such time as the closing price of the Corporation’s common stock as
      reported on the Over-the-Counter Bulletin Board or such other public market
      on
      which the Corporation’s shares are then traded equals or exceeds $3.00 per share
      for 30 consecutive days at any time between the Date of Grant and August 12,
      2006;

    


    (iv) 55,000
      shares at such time as the closing price of the Corporation’s common stock as
      reported on the Over-the-Counter Bulletin Board or such other public market
      on
      which the Corporation’s shares are then traded equals or exceeds $4.00 per share
      for 30 consecutive days at any time between the Date of Grant and August 12,
      2006; and

     

    
      
        
        

      

      
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    (v) 55,000
      shares at such time as the closing price of the Corporation’s common stock as
      reported on the Over-the-Counter Bulletin Board or such other public market
      on
      which the Corporation’s shares are then traded equals or exceeds $5.00 per share
      for 30 consecutive days at any time between the Date of Grant and August 12,
      2006

    


    (b) Notwithstanding
      that the closing price of the Company’s common stock reaches the specified
      performance targets set forth in (a) above, no installment of this Option shall
      vest unless Optionee is employed as the Company’s Chief Executive Officer on the
      date that the specified performance target has been met.

    


    (c) Notwithstanding
      that the closing price of the Company’s common stock does not reach the
      specified performance targets set forth in (a) above, this Option shall become
      fully vested and exercisable after September 30, 2008 and may be exercised,
      in
      whole or in part, from October 1, 2008 until March 31, 2009.

    


    5. Non-Transferability
      of Option.
      This
      Option shall be exercisable during Optionee’s lifetime only by Optionee and may
      not be sold, transferred, pledged, assigned, or otherwise alienated or
      hypothecated, other than by Optionee’s will or by the laws of descent and
      distribution. Any attempted assignment, transfer, pledge, hypothecation, or
      other disposition of the Option contrary to the provisions hereof, and the
      levy
      of any execution, attachment, or similar process upon the Option, shall be
      null
      and void and without effect.


    
      
        
        

      

      
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    6. Manner
      of Exercising Option.
      

    


    (a) In
      order
      to exercise this Option with respect to all or any part of the shares of Stock
      for which this Option is at the time exercisable, Optionee (or any other person
      or persons exercising the Option) must take the following actions:

    


    (i) Execute
      and deliver to the Company a Notice of Exercise (“Notice”) (in the form attached
      to this Agreement) for the shares of Stock for which the Option is exercised,
      which Notice may require the Optionee to certify in a manner acceptable to
      the
      Company that Optionee is in compliance with the terms and conditions of the
      Plan
      and this Agreement; and

     

    (ii) Pay
      the
      aggregate Option Exercise Price for the purchased shares in one or more of
      the
      following forms:

    


    (A) by
      cash,
      wire transfer or check made payable to the Company;

    


    (B) in
      shares
      of Stock held by Optionee (or any other person or persons exercising the Option)
      for at least six (6) months and valued at Fair Market Value on the date of
      exercise; or

    


    (C) through
      a
      special sale and remittance procedure pursuant to which Optionee shall
      concurrently provide irrevocable instructions (I) to the approved brokerage
      firms to effect the immediate sale of the purchased shares and remit to the
      Company, out of the sale proceeds available on the settlement date, sufficient
      funds to cover the aggregate Option Exercise Price payable for the purchased
      shares plus all applicable federal, state and local income and employment taxes
      required to be withheld by the Company by reason of such exercise and (II)
      to
      the Company to deliver the certificates for the purchased shares directly to
      such brokerage firm in order to complete the sales transaction.

     

    
      
        
        

      

      
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    Except
      to
      the extent the sale and remittance procedure is utilized in connection with
      the
      Option exercise, payment of the Option Exercise Price must accompany the Notice
      delivered to the Company in connection with the Option exercise.

    


    In
      the
      event this Option is exercised by any person or persons other than the Optionee,
      the Notice shall be accompanied by appropriate proof of the right of such person
      or persons to exercise the Option.

    


    (iii) Make
      appropriate arrangements with the Company for the satisfaction of all federal,
      state and local income and employment tax withholding requirements applicable
      to
      the Option exercise.

    


    (b) As
      soon
      as practical after the date of exercise, the Company shall issue to or on behalf
      of Optionee (or any other person or persons exercising this Option) a
      certificate for the purchased shares of Stock, with the appropriate legends,
      if
      any, affixed thereto.

    


    (c) In
      no
      event may this Option be exercised for any fractional shares.

    


    7. Termination
      of Employment.

    


    If
      the
      Optionee has a Termination of Employment (as defined in the Plan), the following
      provisions shall apply:

    


    (a) Death.
      If the
      Optionee’s Termination of Employment is on account of death, then this Option
      shall become fully vested and may be exercised, in whole or in part, by the
      Optionee’s Designated Beneficiary (as defined in the Plan) at any time on or
      before the earlier to occur of (x) the Expiration Date of the Option and (y)
      the
      first anniversary of the date of such Termination of Employment.

     

    
      
        
        

      

      
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    (b) Disability.
      If the
      Optionee’s Termination of Employment is on account of Disability, unvested
      Options shall be forfeited, and Options, to the extent they are vested on the
      date of Termination of Employment, may be exercised, in whole or in part, by
      the
      Optionee at any time on or before the earlier to occur of (x) the Expiration
      Date of the Option and (y) the first anniversary of the date of such Termination
      of Employment.

    


    (c) Cause.
      If the
      Optionee’s Termination of Employment is on account of cause, all outstanding
      Options, vested and unvested, shall terminate and be forfeited on the date
      of
      such Termination of Employment.

    


    (d) Other
      Reasons.
      If the
      Optionee’s Termination of Employment is for any reason other than those
      enumerated in Sections (a) through (c), unvested Options shall be forfeited,
      and
      Options, to the extent they are vested on the date of Termination of Employment,
      may be exercised, in whole or in part, by the Optionee at any time on or before
      the earlier to occur of (x) the Expiration Date of the Option and (y) three
      (3)
      months after the date of such Termination of Employment.

    


    (e) Death
      After Termination of Employment.
      If (i)
      the Optionee’s Termination of Employment is for any reason other than death and
      (ii) the Optionee dies after such Termination of Employment but before the
      date
      the Options must be exercised as set forth in the preceding subsections,
      unvested Options shall be forfeited, and any Options, to the extent they are
      vested on the date of the Optionee’s death, may be exercised, in whole or in
      part, by the Optionee’s Designated Beneficiary at any time on or before the
      earlier to occur of (x) the Expiration Date of the Option and (y) the first
      anniversary of the date of death.


    
      
        
        

      

      
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    8. Detrimental
      Activities.

    


    (a) The
      Committee may cancel, rescind, suspend, withhold or otherwise limit or restrict
      this Option at any time if Optionee is not in compliance with all applicable
      provisions of this Agreement and the Plan, or if Optionee engages in any
“Detrimental Activity”. For purposes of this Agreement, “Detrimental Activity”
includes: (i) the rendering of services for any organization or engaging
      directly or indirectly in any business which is or becomes competitive with
      the
      Company, or which organization of business, or the rendering of services to
      such
      organization or business, is or becomes otherwise prejudicial to in conflict
      with the interests of the Company; (ii) the disclosure to anyone outside the
      Company, or the use in other than the Company’s business, without prior written
      authorization from the Company, of any confidential information or material
      relating to the business of the Company, acquired by the Optionee either during
      or after employment with the Company; (iii) activity that results in termination
      of Optionee’s employment for cause; (iv) a violation of any rules, policies,
      procedures or guidelines of the Company, including, but not limited to, the
      Company’s Code of Conduct; (v) any attempt, directly or indirectly, to induce
      any employee of the Company to be employed or perform services elsewhere or
      any
      attempt, directly or indirectly, to solicit the trade or business of any current
      or prospective customer, supplier or partner of the Company or (vi) any other
      conduct or act determined by the Board of Directors to be injurious, detrimental
      or prejudicial to any interest of the Company.

    


    (b) Upon
      exercise of this Option, Optionee, if requested by the Company, shall certify
      in
      a manner acceptable to the Company that Optionee is in compliance with the
      terms
      and conditions of the Plan.

     

    
      
        
        

      

      
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    (c) In
      the
      event Optionee fails to comply with the provisions of (i)-(vi) of Section 8(a)
      prior to, or during the six months after, any exercise of this Option, such
      exercise may be rescinded within two years thereafter. In the event of any
      such
      rescission, Optionee shall pay to the Company the amount of any gain realized
      or
      payment received as a result of the rescinded exercise, in such manner and
      on
      such terms and conditions as may be required, and the Company shall be entitled
      to set-off against the amount of any such gain any amount owned to Optionee
      by
      the Company.

    


    9. General
      Restriction.
      This
      Option shall be subject to the requirement that if at any time the Board of
      Directors in its discretion shall determine that the listing, registration
      or
      qualification of the shares subject to such Option on any securities exchange
      or
      under any state or federal law, or the consent or approval of any government
      regulatory body, is necessary or desirable as a condition of, or in connection
      with, the granting of such Option or the issuance or purchase of shares
      thereunder, such Option may not be exercised in whole or in part unless such
      listing, registration, qualification, consent or approval shall have been
      effected or obtained free of any conditions not acceptable to the Board of
      Directors.

    


    10. Option
      Adjustments; Change in Control.
      In the
      event of a stock dividend, stock split or other change in corporate structure
      or
      capitalization affecting the common stock or any other transaction (including,
      without limitation, an extraordinary cash dividend) which, in the determination
      of the Compensation Committee (the "Committee") of the Board of Directors,
      affects the common stock such that an adjustment is required in order to
      preserve the benefits or potential benefits intended to be made available under
      the Plan, then the Committee, in its sole discretion, shall equitably adjust
      any
      or all of (i) the number and kind of shares of stock subject to this Option,
      and
      (ii) the exercise price with respect to the foregoing, provided that the number
      of shares subject to this Option shall always be a whole number. In the event
      of
      a Change in Control (as defined in the Plan) or a dissolution or liquidation
      of
      the Company, this Option shall become fully vested and exercisable.

     

    
      
        
        

      

      
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    11. Amendment
      to this Option Award Agreement.
      The
      Committee may modify or amend this Option if it determines, in its sole
      discretion, that amendment is necessary or advisable in the light of any
      addition to or change in the Internal Revenue Code or in the regulations issued
      thereunder, or any federal or state securities laws or other law or regulation,
      which change occurs after the date of grant of this Option and by its terms
      applies to this Option. No amendment of this Option, however, may, without
      the
      consent of the Optionee, make any changes which would adversely affect the
      rights of such Optionee.

    


    12. Notices.
      Notices
      hereunder shall be in writing and if to the Company shall be delivered
      personally to the Secretary of the Company or mailed to its principal office,
      105 Norton Street, P.O. Box 271, Newark, New York 14513, addressed to the
      attention of the Secretary and, if to the Optionee, shall be delivered
      personally or mailed to the Optionee at Optionee’s address as the same appears
      on the records of the Company.

    


    13. Stockholder
      Rights.
      This
      Option does not confer upon the holder thereof any rights as a stockholder
      of
      the Company until such person shall have exercised the Option, paid the Option
      Exercise Price and become a holder of record of the purchased shares of
      Stock

    


    14. Interpretations
      of this Agreement.
      All
      decisions and interpretations made by the Committee with regard to any question
      arising hereunder or under the Plan shall be binding and conclusive on all
      persons having an interest in this Option. The Option granted hereunder, and
      the
      common stock which may be issued upon exercise thereof, are subject to the
      provisions of the Plan. In the event there is any inconsistency between the
      provisions of this Agreement and those of the Plan, the provisions of the Plan
      shall govern.

     

    
      
        
        

      

      
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    15. Successors
      and Assigns.
      This
      Agreement shall bind and inure to the benefit of the parties hereto and the
      successors and assigns of the Company and, to the extent provided in Section
      7,
      to the personal representatives, legatees and heirs of the
      Optionee.

    


    16. Disqualifying
      Disposition.
      In the
      event that Optionee shall sell or transfer any shares of common stock acquired
      upon the exercise of this Option prior to the later of (a) two (2) years from
      the Date of Grant or (b) one (1) year from the date of exercise of the Option,
      Optionee agrees to so advise the Company immediately and to promptly pay to
      the
      Company the amount of any federal, state or local taxes that may be
      required.

    


    IN
      WITNESS WHEREOF, the Company has caused this Option Award Agreement to be
      executed on the day and year first above written.

    


    
      	
              IEC
                ELECTRONICS CORP.

            
	 
	
              By:

            	     
              
	
              David
                J. Beaubien

            
	
              Chairman,
                Compensation Committee

            


    


    
      
        
        

      

      
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    ACCEPTANCE

    


    I,
      W.
      BARRY GILBERT,
      hereby
      certify that I have read and fully understand the foregoing Option Award
      Agreement. I acknowledge that I have been apprised that it is the intent of
      the
      Company that Optionees obtain and retain an equity interest in the Company.
      I
      hereby execute this Option Award Agreement to indicate my acceptance of this
      Option and my intent to comply with the terms thereof.

    


    
      	     
              
	
              Optionee

            
	 
	    
              
	
              Street
                Address

            
	 
	    
	
              City

            	
              State 

            	
              Zip Code

            


    

    

      
        
          
          

        

        
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    EXHIBIT A

    


    _________________, 20__

    


    IEC
      Electronics Corp.

    105
      Norton Street

    P.
      O. Box
      271

    Newark,
      NY 14513

    


    Attention:
      Secretary

    


    Dear
      Sir:

    


    This
      is
      to notify you that I hereby elect to exercise my option rights
      to_____________shares
      of
      common stock of IEC Electronics Corp. (the "Company") granted under the Option
      Award Agreement (the "Agreement"), dated__________________________,
      20__,
      issued to me pursuant to the 2001 Stock Option and Incentive Plan (the "Plan").
      The option exercise price pursuant to such Agreement, as adjusted, is
      $____________ per share or $__________ in the aggregate.

    


    In
      payment of the full option exercise price, I enclose (please complete as
      appropriate):

    


    
      	
            	(a)	
              my
                check payable to IEC Electronics Corp. in the amount of
                $__________.

            


    

    


    
      	 	
              (b)
                

            	
              __________
                shares of common stock of the Company owned by me for at least six
                months,
                free of any liens or encumbrances and having a fair market value
                of
                $_________.

            


    

    


    
      	 	
              (c)
                

            	
              an
                authorization letter which gives irrevocable instructions to the
                Company
                to deliver the stock certificates representing the shares for which
                the
                option is being exercised directly to ______________ (name and address
                of
                broker) together with a copy of the instructions to _______________
                (name
                of broker) to sell such shares and promptly deliver to the Company
                the
                portion of the proceeds equal to the total purchase price and withholding
                taxes due, if any.

            


    

    


    I
      hereby
      certify that I am in compliance with the terms and conditions of the Plan and
      the Agreement.

    


    
      	
              Very
                truly yours,

            
	 
	     
              
	
              Optionee's
                Signature

            


    

    


    
      
        
        

      

      
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