AGREEMENT
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         THIS AGREEMENT dated as of this 1st day of September, 2009, between IEH
Corporation, a New York corporation maintaining its principal place of business
at 140 58th Street, Brooklyn, New York, 11220 (the "Company"), and ROBERT KNOTH,
residing at _________________________________________________ ("Executive").

         WHEREAS, the Company desires to continue Executive in its employ and in
order to make it attractive for Executive to remain in its employment, desires
to provide him with certain family and retirement benefits, and desires to
assure that, if and when Executive retires from fulltime employment, the
services of Executive will continue to be made available to the Company for
advice and consultation on management matters.

         NOW, THEREFORE, the parties hereto, each in consideration of the
promises of the other, agree as follows:

         1. Employment Periods. The employment of the Executive by the Company
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shall be divided into (a) the "Active Period", and (b) the "Retirement Period"
(each as defined below):

                  (a) The Active Period is defined as such period of time until
         the Executive attains the age of 70 years, or further period of
         employment beyond such date if extended by mutual agreement of
         Executive and the Company; and

                  (b) The "Retirement Period" is defined as the period beginning
         with the Executive attaining the age of 70 years and continuing until
         ten (10) years thereafter, unless his employment has been previously
         terminated or extended by mutual agreement of Executive and the
         Company. The Retirement Period shall take effect only on termination of
         the Active Period pursuant to the provisions of Section 2 below.

         2.   Termination of Employment Periods.
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                  (a) The Active Period shall terminate with the first to occur
         of any of the following events:

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                           (i) Expiration of the later of either the original
                  time limit for such Active Period, or the renewal or extension
                  thereof by the Company.

                           (ii) Executive attaining the age of 70 years, unless
                  his Active Period of employment has been extended by mutual
                  agreement of Executive and the Company.

                           (iii) Death of Executive before attaining an age of
                  70 years.

                           (iv) Disability of Executive before attaining an age
                  of 70 years. For purposes of this subsection (a)(4),
                  "Disability" shall mean (i) Executive's incapacity due to
                  physical or mental illness that results in his being
                  substantially unable to perform his duties to the Company for
                  six (6) consecutive months (or for six (6) months out of any
                  nine (9) month period) or (ii) a qualified independent
                  physician mutually acceptable to the Company and Executive
                  determines that Executive is mentally or physically disabled
                  so as to be unable to regularly perform the duties of his
                  position and such condition is expected to be of a permanent
                  duration.

                           (v) Termination of Executive by mutual consent of
                  Executive and the Company before attaining age 70 years.

                           (vi) The passage of sixty (60) days following receipt
                  by Executive of notice in writing from Company's intention to
                  terminate the employment relationship for cause. "Cause" means
                  (i) willful malfeasance or willful misconduct by Executive in
                  connection with his employment; (ii) Executive's gross
                  negligence in performing any of his duties under this
                  Agreement; (iii) Executive's conviction of, or entry of a plea
                  of guilty to, or entry of a plea of nolo contendre with
                  respect to, any crime other than a traffic violation or
                  infraction which is a misdemeanor; (iv) Executive's material
                  breach of any written policy applicable to all Executives
                  adopted by the Company which is not cured to the reasonable
                  satisfaction of the Company within thirty (30) business days
                  after notice thereof; or (v) material breach by Executive of
                  any of his obligations in this Agreement which is not cured to
                  the reasonable satisfaction of the Company within thirty (30)
                  business days after notice thereof.

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<PAGE>

                  (b) The Retirement Period shall terminate with the first to
         occur of either of the following events:

                           (i) Expiration of the time limit for such Retirement
                  Period.

                           (ii) The death of Executive, subject to the
                  provisions of Section 6(a).

                           (iii) Violation by Executive of Sections 3 and 4 of
                  this Agreement, such termination being a termination for
                  Cause. The Company shall give sixty (60) days notice, in
                  writing, to Executive of its intention to terminate for Cause.

                           (iv) Termination by mutual consent of the Company and
                  Executive.

         3.   Employment Duties.
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                  (a) Active Period: During the Active Period, Executive shall
         faithfully, to the best of his ability, perform all duties incident to
         his position as Chief Financial Officer of the Company, or any other
         position obtained by change of office, and all other duties incident to
         his employment as may be required of, or assigned, to him by the Board
         of Directors of the Company, and shall devote his full time, energy,
         skill and attention to the affairs of the Company.

                  (b) Retirement Period: During the Retirement Period, it shall
         be the duty of Executive (as his health may permit) to be available for
         such advice and counsel as the officers and directors of the Company
         may reasonably request. However, Executive shall not be required to be
         in daily or other regular attendance at the offices or other business
         locations of the Company.

         4.    Competitive Activities.
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                  (a) Executive shall not at any time during the Active Period
         or Retirement Period enter into competition with the Company.

                  (b) For the purposes of this Section, Executive shall be
         considered to have entered into competition with the Company if he
         finances or engages, directly or indirectly, in any productive effort,
         on his own behalf or on behalf of others, directly or indirectly, in

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<PAGE>

         competition with the Company's business. However, Executive may own
         publicly traded securities in any entity which is in competition with
         the Company, provided that Executive is not an officer or director or
         an Executive of such entity.

         5.    Employment Compensation.
               -----------------------

                  (a) Compensation of the Executive:

                           (i) During the Active Period, the compensation shall
                  be the amount fixed by the Board of Directors of the Company
                  from time to time.

                           (ii) During the Retirement Period, the amount payable
                  shall be at the rate of $12,000 per year annum for a period of
                  ten (10) years, payable in equal monthly installments of
                  $1,000, with the first payment to be made on the 1st day of
                  the next month following the month in which the last to occur
                  of the following events: (a) Executive has attained the age of
                  70 years; or (b) if Executive's employment and active service
                  has been extended by the Company beyond Executive attaining
                  the age of 70 years, from the date of termination of such
                  active service.

                  (b) All reasonable expenses incurred by Executive in
         connection with his employment duties as specified in Section 3 hereof,
         shall be paid by the Company to the extent approved by the Board of
         Directors.

         6.   Termination Payments. The Company shall pay the following
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termination amounts:

                  (a) On termination of his Active Period, except by reason of
         termination by the Company for Cause or by mutual consent of Executive
         and the Company, Executive shall be paid at the rate of $12,000 per
         annum for a period often (10) years, payable in equal monthly
         installments of $1,000 as above provided in Section 5(a)(ii). If
         Executive, however, dies after commencement of the Retirement Period
         and before the expiration of said ten (10) year Retirement Period, the
         monthly payments shall be made to Executive's estate, or to the

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<PAGE>

         beneficiary or beneficiaries designated by Executive in writing, on an
         appropriate form as may be submitted to the Company by Executive, for
         the balance of the Retirement Period in accordance with the terms and
         conditions of this Agreement.

         However, the aggregate of such termination payments under this Section
         6(a) shall not in any event exceed the sum of $120,000.

                  (b) On termination of the Active Period, by reason of death of
         Executive, Executive's estate or beneficiary(ies) designated by him in
         writing shall be paid at the rate of $12,000 per annum for a period not
         exceeding ten (10) years, payable in equal monthly installments with
         the first payment to be made on the 1st day of the next month following
         the month in which the death of Executive occurs. The aggregate of such
         payments to Executive's estate or beneficiary(ies) shall not exceed the
         sum of $120,000.

                  (c) Any beneficiary so designated by Executive may be changed
         by Executive at any time on written notice to the Company on an
         appropriate form as may be submitted to the Company by Executive.

                  (d) Notwithstanding anything to the contrary, it is expressly
         understood and agreed that if Executive continues to be actively
         employed by the Company after he attains the age of 70 years, he shall
         not be entitled to commence receiving payment of the retirement
         benefits provided for in Section 5(a)(ii) until the next calendar month
         following the month in which the termination of his Active Period
         occurs.

         7.    Miscellaneous.
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                  (a) This Agreement shall be binding on Executive and the
         Company, and each of their respective heirs, successors and assigns.
         The obligations of the Company under this Agreement may not be assigned
         except to a successor to all or substantially all of the business or
         assets of the Company or by operation by law. Executive's obligations
         may not be assigned. In the event of Executive's death, pursuant to
         this Agreement, all future payments hereunder will be made to
         Executive's estate or designated beneficiary(ies).

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<PAGE>

                  (b) Taxes. Any payments made or benefits provided to Executive
         under this Agreement will be reduced by any applicable federal and
         state withholding and employment taxes.

                  (c) Enforceability/Severability. The parties hereto
         affirmatively acknowledge that this Agreement, and each of its
         provisions, is enforceable, and expressly agree not to challenge nor
         raise any defense against the enforceability of this Agreement or any
         of its provisions in the future. The invalidity or unenforceability of
         any provision of this Agreement shall not affect the validity or
         enforceability of any other provision of this Agreement. In the event
         that any provision or portion of this Agreement shall be determined to
         be invalid or unenforceable for any reason, the remaining provisions or
         portions of this Agreement shall be unaffected thereby and shall remain
         in full force and effect to fullest extent the permitted by law.

         IN WITNESS WHEREOF, the parties hereto have hereunto set their hands
the day and year first above written.

                                                IEH CORPORATION

                                                By: /s/ Michael Offerman
                                                    ----------------------------
                                                    Name: Michael Offerman
                                                    Title: President

                                                    /s/ Robert Knoth
                                                    ----------------------------
                                                    Robert Knoth - Executive


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