AGREEMENT
                                    ---------

         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 MICHAEL
OFFERMAN, 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
            ------------------
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.
                  --------------------------------

                  (a) The Active Period shall terminate with the first to occur
         of any of the following events:

<PAGE>

                           (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
&nb