AGREEMENT
                                    ---------


     THIS  AGREEMENT  is entered  into the 25th day of May 2006  effective as of
June 5, 2006 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 Company has determined that it is in the best interests of the
Company to employ the Executive, and the Executive desires to be employed by the
Company; and

     WHEREAS,  the Company  desires to provide for the payment to  Executive  of
certain amounts upon the occurrence of certain events during his employment.

     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 be employed as Vice  President  effective June 5, 2006
and,  effective July 15, 2006, as 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  Fifty-Five
Thousand  Dollars  ($250,000)  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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<PAGE>


     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.

     (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


                                      -2-
<PAGE>


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
        -----------------

     Upon any termination of Executive's  employment within six months following
a "Change of Control" (as defined  below) of the Company,  the Company shall pay
Executive, within thirty (30) days of such event, a lump sum equal to the amount
of his 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. 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


                                      -3-
<PAGE>


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.

     5. 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 six  months  following  a Change in  Control,
Executive shall be entitled to the amounts set forth in Section 4 hereof.

     6. 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.

     7. 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.

     8. 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.

     9. 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;


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<PAGE>


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.

     10. 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.

     11. 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 9. 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.

     12. 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.

     13. 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.


                                      -5-

<PAGE>


     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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