Exhibit
      10.8

    FIRST
      AMENDMENT TO CREDIT FACILITY AGREEMENT

     

    This
      FIRST AMENDMENT TO CREDIT FACILITY AGREEMENT (“Agreement”),
      made
      this ___ day of July, 2008 to be effective as of the 30th day of May, 2008,
      is
      by and between IEC ELECTRONICS CORP., a corporation formed under the laws of
      the
      State of Delaware (“Borrower”)
      and
      MANUFACTURERS AND TRADERS TRUST COMPANY (“Lender”),
      a New
      York banking corporation, with offices at 255 East Avenue, Rochester, New York
      14604.

    


    WHEREAS,
      Borrower and Lender are parties to that certain Credit Facility Agreement,
      dated
      as of May 30, 2008 (the “Credit Agreement”); and

    


    WHEREAS,
      the Credit Agreement contains certain errors which Borrower and Lender desire
      to
      correct, effective as of the date of the Credit Agreement.

    


    NOW,
      THEREFORE, the parties hereby agree as follows:

    


    1. Credit
      Agreement Affirmed.
      Except
      as expressly amended hereby, the Credit Agreement is in all respects ratified
      and confirmed, and all of the terms, provisions and conditions thereof shall
      be
      and remain in full force and effect, and this Amendment and all of its terms,
      provisions and conditions shall be deemed to be a part of the Credit Agreement.
      All capitalized terms used herein and not otherwise defined shall have the
      meanings ascribed to them in the Credit Agreement.

    


    2. Correction
      of Financial Covenants.
      ARTICLE
      XI of the Credit Agreement is hereby amended to read in its entirety as
      follows:

    


    ARTICLE
      XI - FINANCIAL COVENANTS

    


    So
      long
      as any Obligations shall be outstanding or this Agreement remains in effect,
      unless Lender otherwise consents in writing, Borrower shall:

    


    11.1 Debt
      to EBITDARS.
      Maintain a Debt to EBITDARS Ratio, on a consolidated basis, no greater than
      4.0
      to 1.00, reported at the end of the Fiscal Quarter ending June 30, 2008.
      Thereafter, maintain at all times a Debt to EBITDARS Ratio, on a consolidated
      basis, no greater than 3.75 to 1.00, reported at the end of each Fiscal Quarter
      commencing with the Fiscal Quarter ending September 30, 2008.

    


    11.2 Minimum
      EBITDARS.
      Maintain minimum quarterly EBITDARS, on a consolidated basis, equal to or
      greater than $350,000, measured at the end of each Fiscal Quarter commencing
      with the Fiscal Quarter ending on June 30, 2008. 

    


    11.3 Fixed
      Charge Coverage Ratio.
      Maintain at all times a Fixed Charge Coverage Ratio, on a consolidated basis,
      equal to or greater than 1.10 to 1.00, reported at the end of each Fiscal
      Quarter commencing with the Fiscal Quarter ending June 30, 2009.

    


    
      
         

      

      
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    11.4 Quarterly
      Covenant Compliance Sheet. Provide the Quarterly Covenant Compliance Sheet
      to
      Lender within thirty (30) days after the close of each of its Fiscal
      Quarters.

    


    3. Representations
      and Warranties.
      Borrower
      confirms the accuracy of and remakes as of the date hereof all of its
      representations, warranties and covenants contained in the Credit Agreement.
      Borrower further represents and warrants to Lender that all necessary action
      relating to authorization of the execution and delivery of this Amendment and
      the performance of the Obligations of Borrower hereunder has been taken. This
      Amendment constitutes the legal, valid and binding obligation of Borrower,
      enforceable in accordance with its terms. Borrower does not have defenses,
      offsets, claims, or counterclaims with respect to its obligations arising under
      the Credit Agreement or this Amendment. The execution and delivery by Borrower
      of this Amendment, and the performance by Borrower of this Amendment, will
      not
      violate any provision of law or Borrower’s organizational or other documents or
      agreements. The execution, delivery and performance of this Amendment, and
      the
      consummation of the transactions contemplated hereby will not violate, be in
      conflict with, result in a breach of, or constitute a default under any
      agreement to which Borrower is a party or by which any of its properties is
      bound, or any order, writ, injunction, or decree of any court or governmental
      instrumentality, and will not result in the creation or imposition of any lien,
      charge or encumbrance upon any of its properties.

    


    4. No
      Defaults.
      Borrower
      confirms that as of the date hereof, there exists no condition or event that
      constitutes (or that would after expiration of applicable grace or cure periods
      constitute) an Event of Default under the Credit Agreement, as amended by this
      Amendment.

    


    5. Governing
      Law.
      This
      Amendment, together with all of the rights and obligations of the parties
      hereto, shall be construed and interpreted in accordance with the laws of the
      State of New York, excluding the laws applicable to conflicts or choice of
      law.

    


    [Signature
      Page Follows]


    
      
         

      

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

    


    MANUFACTURERS
      AND TRADERS TRUST COMPANY

     

    
      	
              By:

            	   

	 	
              J.
                Theodore Smith,

            
	 	
              Vice
                President

            
	 	 
	
              IEC
                ELECTRONICS CORP.

            
	 	 
	
              By:

            	  

	 	
              W.
                Barry Gilbert,

            
	 	
              Chief
                Executive Officer

            


    

     

    
      
         

      

      
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