SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            SCHEDULE 14A INFORMATION

Proxy                           Statement Pursuant to Section 14(a) of the
                                Securities Exchange Act of 1934 (Amendment No. )


Filed by the Registrant         X
                               ---
Filed by a Party other than  the Registrant

Check the appropriate box:


         Preliminary Proxy Statement
     X   Definitive Proxy Statement
    ---
         Definitive Additional Materials
         Soliciting Material Under Rule 14a-12
         Confidential, for Use of the Commission Only (as permitted by Rule
         14a-6(e)(2))


                              IEC Electronics Corp.
                (Name of Registrant as Specified in Its Charter)


   (Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)


Payment of Filing Fee (Check the appropriate box):

  X    No fee required
 ---
       Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11

     (1) Title of each class of securities to which transaction applies:



     (2) Aggregate number of securities to which transaction applies:




     (3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):




     (4) Proposed maximum aggregate value of transaction:



     (5) Total fee paid:



     Fee paid previously with preliminary materials.

     Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

         (1)      Amount previously paid:

         (2)      Form, Schedule or Registration Statement No.

         (3)      Filing party:

         (4)      Date filed:

                                  Page 1 of 20


                             IEC ELECTRONICS CORP.
                                105 NORTON STREET
                             NEWARK, NEW YORK 14513

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                                   To Be Held
                                February 26, 2003

TO THE STOCKHOLDERS OF IEC ELECTRONICS CORP.:

     The annual meeting of stockholders of IEC Electronics Corp. (the "Company")
will be held on Wednesday, February 26, 2003, at 9:00 a.m. at the office of the
Company, 105 Norton Street, Newark, New York (the "Annual Meeting") for the
following purposes:

     1. To elect seven (7) directors to serve until the 2004 Annual Meeting and
until their successors are duly elected and qualified.

     2. To transact such other  business as may properly come before the meeting
or any adjournment thereof.

     The Board of Directors has fixed the close of business on January 17, 2003
as the record date for the determination of stockholders entitled to vote at the
Annual Meeting and to receive notice thereof. The transfer books of the Company
will not be closed.

     STOCKHOLDERS ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND TO MAIL
IT PROMPTLY IN THE ENCLOSED ENVELOPE.

                                              BY ORDER OF THE BOARD OF DIRECTORS


                                                 Martin S. Weingarten, Secretary

DATED:  February 7, 2003
        Newark, New York



                                  Page 2 of 20

                             IEC ELECTRONICS CORP.
                                105 NORTON STREET
                             NEWARK, NEW YORK 14513

                                 PROXY STATEMENT
                     FOR 2003 ANNUAL MEETING OF STOCKHOLDERS

     This Proxy Statement is furnished to stockholders of IEC Electronics  Corp.
(the  "Company")  by the Board of  Directors  (the  "Board")  of the  Company in
connection  with the  solicitation  of the enclosed  proxy for use at the annual
meeting of the  stockholders to be held on Wednesday,  February 26, 2003, at the
office of the Company, 105 Norton Street,  Newark, New York at 9:00 a.m., and at
any adjournments thereof (the "Annual Meeting").

     The  principal  executive  offices of the Company are located at 105 Norton
Street,  Newark, New York 14513, and its telephone number is (315) 331-7742. The
approximate  date on which this Proxy Statement and the enclosed proxy are first
being sent to stockholders  is February 7, 2003. A copy of the Company's  Annual
Report to  Stockholders  for the fiscal year ending  September 30, 2002 ("Fiscal
2002"),  including  financial  statements,  is  being  sent to the  stockholders
concurrently with this Proxy Statement.

                               GENERAL INFORMATION

Voting at the Annual Meeting; Record Date
-----------------------------------------

     Only  stockholders  of record at the close of  business on January 17, 2003
(the  "Record  Date")  are  entitled  to notice  of,  and to vote at, the Annual
Meeting.  At the close of  business  on the Record  Date,  there were issued and
outstanding  and  entitled  to vote at the Annual  Meeting  7,942,075  shares of
Common Stock of the Company, par value $.01 per share (the "Common Stock"). Each
holder of  Common  Stock is  entitled  to cast one vote for each  share  held of
record at the close of business on the Record Date on each matter submitted to a
vote at the Annual Meeting.

Solicitation and Revocation
---------------------------

     Proxies in the form  enclosed are  solicited by and on behalf of the Board.
The persons named in the proxy have been designated as proxies by the Board. Any
proxy given  pursuant to such  solicitation  and received in time for the Annual
Meeting will be voted as specified in such proxy.

     Unless contrary  instructions  are indicated on the proxy, all Common Stock
represented by valid proxies  received  pursuant to this  solicitation  (and not
revoked  before they are voted) will be voted FOR the  election of the  nominees
listed below under Proxy Item 1, and, in the  discretion of the proxies named on
the proxy card,  with respect to any other matters  properly  brought before the
meeting and any adjournments  thereof. The Board knows of no other matters to be
presented  at the Annual  Meeting.  If any other  matters are  presented  at the
Annual Meeting upon which a vote properly may be taken, the persons named in the
proxy will vote the proxies in accordance with their best judgment.

     Any  stockholder  may revoke a proxy at any time prior to its  exercise  by
filing a later-dated  proxy or a written notice of revocation with the Secretary
of the  Company,  105 Norton  Street,  Newark,  New York 14513,  or by voting in
person at the Annual  Meeting.  If a  stockholder  is not  attending  the Annual
Meeting,  any proxy or notice  should be  returned  in time for receipt no later
than the close of business on the day preceding the Annual  Meeting.  Attendance
by a stockholder at the Annual Meeting does not alone serve to revoke his or her
proxy.

Quorum; Abstentions; Broker Non-Votes
-------------------------------------

     The required  quorum for the  transaction of business at the Annual Meeting
is a majority  of the votes  eligible  to be cast by holders of shares of Common
Stock issued and  outstanding  on the Record Date.  Shares that are voted "FOR,"
"AGAINST" or "ABSTAIN"  are treated as being present at the meeting for purposes
of  establishing a quorum and are also treated as shares entitled to vote at the
Annual Meeting (the "Votes Cast") with respect to such matter.

     While there is no  definitive  statutory or case law authority in Delaware,
the Company's state of incorporation, as to the proper treatment of abstentions,
the  Company  believes  that  abstentions  should be  counted  for  purposes  of
determining  both (i) the presence or absence or a quorum for the transaction of
business  and (ii) the total  number of Votes  Cast with  respect  to a proposal
(other  than  the  election  of  directors).  In the  absence  of a  controlling
precedent to the  contrary,  the Company  intends to treat  abstentions  in this
manner. Accordingly, abstentions will have the same effect as a vote against the
proposal.

                                  Page 3 of 20

     Under the law of  Delaware,  broker  non-votes  are counted for purposes of
determining the presence or absence of a quorum for the transaction of business,
but are not counted for  purposes of  determining  the number of Votes Cast with
respect to the particular  proposal on which the broker has expressly not voted.
Thus, a broker non-vote will not have any effect on the outcome of the voting on
a  proposal.  A broker  "non-vote"  occurs when a nominee  holding  shares for a
beneficial owner does not vote on a particular proposal because the nominee does
not have  discretionary  voting  power  with  respect  to that  item and has not
received instructions from the beneficial owner.

Expenses of Solicitation
------------------------

     The entire cost of the solicitation of proxies will be paid by the Company.
In addition to the  solicitation  of proxies by mail,  some of the  officers and
regular  employees  of the  Company,  without  extra  remuneration,  may solicit
proxies, personally or by telephone,  telegram, letter, facsimile or other means
of  communication.  The  Company  may also  request  brokers,  banks,  nominees,
custodians,  fiduciaries  and  others  to  forward  soliciting  material  to the
beneficial  owners of the Company's Common Stock and will reimburse such persons
for reasonable expenses incurred in forwarding such materials.


Procedure for Submitting Stockholder Proposals
----------------------------------------------

     At the  Annual  Meeting  each  year,  the  Board of  Directors  submits  to
stockholders its nominees for election as directors.  In addition,  the Board of
Directors may submit other matters to the  stockholders for action at the annual
meeting.  It is anticipated that the 2004 Annual Meeting of Stockholders will be
held on February 25, 2004.

     Stockholders of the Company also may submit  proposals for inclusion in the
proxy material.  These proposals must meet the stockholder eligibility and other
requirements of the Securities and Exchange Commission.  In order to be included
in the Company's 2004 proxy material, a stockholder's  proposal must be received
not later than  October 10, 2003 at the  principal  office of the  Company,  105
Norton Street, Newark, NY 14513, Attention: Secretary.

     In addition, the Company's By-Laws provide that in order for business to be
brought before an annual  meeting of  stockholders,  a stockholder  must deliver
written  notice to the  Secretary  of the Company not less than 90 days prior to
the date of the  meeting.  The  notice  must set forth the  stockholder's  name,
address and number of shares of Company  stock held, a  representation  that the
stockholder  intends to appear in person or by proxy at the  meeting to make the
proposal,  a description of the business to be brought  before the meeting,  the
reasons  for  conducting  such  business  at the annual  meeting,  any  material
interest  of the  stockholder  in  the  proposal,  and  such  other  information
regarding the proposal as would be required to be included in a proxy statement.
No such notice has been received by the Company for the 2003 Annual Meeting. For
the 2004 Annual Meeting of Stockholders, written notice must be delivered to the
Secretary  of the Company at the  principal  office of the  Company,  105 Norton
Street, Newark, NY 14513, no later than November 28, 2003.

     The  By-Laws  also  provide  that if a  stockholder  intends to  nominate a
candidate  for election as a director,  the  stockholder  must  deliver  written
notice of his or her intention to the Secretary of the Company.  The notice must
be delivered not less than 90 days before the date of a meeting of stockholders.
The  notice  must set  forth  the name and  address  of and  number of shares of
Company  stock  owned by  stockholder,  the name and address of the person to be
nominated,  a representation that the stockholder intends to appear in person or
by proxy at the  meeting to  nominate  the person  specified  in the  notice,  a
description of all arrangements or  understandings  between such stockholder and
each  nominee and any other person  (naming  such person)  pursuant to which the
nomination is to be made by such  stockholder,  business  address and experience
during the past five years,  any other  directorships  held by the nominee,  the
nominee's  involvement in certain legal  proceedings  during the past five years
and such other  information  concerning  the nominee as would be required to be
included  in a  proxy  statement  soliciting  proxies  for the  election  of the
nominee.  In  addition,  the notice  must  include the consent of the nominee to
serve as a director of the Company if elected.  No such notice has been received
by the  Company  for the 2003 Annual  Meeting.  For the 2004  Annual  Meeting of
Stockholders,  written  notice must be delivered to the Secretary of the Company
at the principal office of the Company, 105 Norton Street,  Newark, NY 14513, no
later than November 28, 2003.

                                  Page 4 of 20


         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The  following  table  and notes  thereto  set  forth  certain  information
regarding  beneficial  ownership of the Company's Common Stock as of January 17,
2003 (except as  otherwise  noted below) by (i) each person known by the Company
to  beneficially  own more than 5% of the  outstanding  shares of the  Company's
Common Stock, (ii) each of the Company's directors,  (iii) each of the Executive
Officers named in the Summary  Compensation  Table who were serving as executive
officers on  September  30,  2002,  and (iv) all  directors  and officers of the
Company as a group. The information as to each person has been furnished by such
person, and, except as noted, each person named in the table has sole voting and
investment   power  with  respect  to  all  shares  of  Common  Stock  shown  as
beneficially owned by them.


                                        Shares          Percent of Shares
Name and Address of                  Beneficially          Beneficially
Beneficial Owner                       Owned(1)              Owned(1)
----------------                       --------              --------

Grace & White, Inc. (2)               1,013,900                 12.77%
515 Madison Avenue, Suite 1700
New York, NY  10022

Dimensional Fund Advisors Inc. (3)      552,600                  6.96%
1299 Ocean Avenue
11th Floor
Santa Monica, CA  90401

David J. Beaubien*                       61,031 (4)                +
84 Doane Road
Ware, MA  01082

W. Barry Gilbert*                        84,449 (4)(5)           1.06%
130 Runnymede Road
Rochester, NY  14618

Robert P. B. Kidd*                       81,616 (4)              1.03%
1560 Sweetbay Circle
Palm City, FL  34990

Eben S. Moulton*                        401,413 (4)              5.04%
55 Ferncroft Road
Danvers, MA  01923

Dermott O'Flanagan*                     234,580 (6)              2.95%
6529 Daylily Court
Niwot, CO  80503

James C. Rowe*                          201,944 (7)              2.54%
3510 North Lake Drive
Milwaukee, WI  53211

Justin L. Vigdor*                       211,922 (4)              2.66%
2400 Chase Square
Rochester, NY  14604

Bill R. Anderson                         75,000 (8)               +
105 Norton Street
Newark, NY  14514

All directors and officers as         1,386,775 (9)             17.01%
a group (9 persons)


        *Member of Board of Directors of the Company
        +Less than 1%

     (1)The number of shares of Common Stock deemed outstanding includes (a)
        7,942,075 shares of Common Stock outstanding as of January 17, 2003; and
        (b) shares issuable pursuant to options held by the respective person or
        group which may be exercised within 60 days after January 17, 2003
        ("options currently exercisable"), as set forth below in footnotes (4),
        (6), (7), (8) and (9).

     (2)Based on Schedule 13G/A filed with the Securities and Exchange
        Commission on January 27, 2003, Grace & White, Inc. ("G&W), an
        investment advisor registered under Section 203 of the Investment
        Advisers Act of 1940, has advised the Company that it has sole voting
        power with respect to 191,800 shares and sole dispositive power with
        respect to 1,013,900 shares.


                                  Page 5 of 20

     (3)Based on Schedule 13G/A filed with the Securities and Exchange
        Commission on February 12, 2002, Dimensional Fund Advisors Inc.
        ("Dimensional"), an investment advisor registered under Section 203 of
        the Investment Advisers Act of 1940, has advised the Company that it
        furnishes investment advice to four investment companies registered
        under the Investment Company Act of 1940, and serves as investment
        manager to certain other commingled group trusts and separate accounts.
        (These investment companies, trusts and accounts are the "Funds".)
        Dimensional has reported that in its role as investment advisor or
        manager, it possesses both voting and investment power over 552,600
        shares of the Company's Common Stock. The Funds own all of such shares,
        and Dimensional disclaims beneficial ownership of such shares.

     (4)Includes  19,667  shares of Common Stock  subject to options  currently
        exercisable.

     (5)Includes 54,544 shares of Common Stock held by Mr. Gilbert's wife.

     (6)Includes  12,167  shares of Common Stock  subject to options  currently
        exercisable.

     (7)Includes  14,167  shares of Common Stock  subject to options  currently
        exercisable  and  includes  185,131  shares of Common  Stock held by Mr.
        Rowe's 401(k) Plan.

     (8)Includes  75,000  shares of Common Stock  subject to options  currently
        exercisable.

     (9)Includes  208,419  shares of Common Stock subject to options  currently
        exercisable.

                             ELECTION OF DIRECTORS
                                 (Proxy Item 1)

     The Company's Board of Directors (the "Board")  currently consists of seven
persons,  and,  at this Annual  Meeting,  seven  persons  will be  nominated  as
directors.  All of the nominees for director  are  incumbent  directors  and all
nominees were elected at the last Annual Meeting.

     Nominations  of persons for  election to the Board may be made at a meeting
of  stockholders  only (i) by or at the  direction  of the  Board or (ii) by any
stockholder  of the Company  entitled to vote for the election of directors at a
meeting  who  complies  with the notice  procedures  set forth in the  Company's
Bylaws.  See  "GENERAL  INFORMATION  -  Procedure  for  Submitting   Stockholder
Proposals."

     It is intended  that the  accompanying  proxy will be voted in favor of the
persons listed below to serve as directors  unless the stockholder  indicates to
the  contrary on the proxy.  All  nominees  have  consented to serve if elected.
Management expects that each of the nominees will be available for election, but
if any of them  is not a  candidate  at the  time  the  election  occurs,  it is
intended that such proxy will be voted for the election of another nominee to be
designated by the Board to fill any such vacancy.

     For the election of  directors,  only  proxies and ballots  marked "FOR all
nominees",  "WITHHELD for all nominees" or specifying that votes be withheld for
one or more  designated  nominees are counted to  determine  the total number of
votes cast; votes that are withheld are excluded entirely from the vote and will
have no effect.  Abstentions will have no effect on the vote for the election of
directors.  Directors  are elected by a plurality of the votes cast.  This means
that the seven nominees will be elected if they receive more  affirmative  votes
than any other nominees.

     The term of office of each person elected as a director will continue until
the next Annual Meeting of  Stockholders or until his successor has been elected
and qualified.

     The Board of  Directors  unanimously  recommends a vote FOR the election as
directors the nominees listed below.

                                  Page 6 of 20


Nominees for Election as Directors
----------------------------------

     The following is a brief description of the nominees for election as
directors.

     David J.  Beaubien,  68, a director of the Company since October 1990,  has
been a director  and chairman of Yankee  Environmental  Systems,  Inc.,  Turners
Falls, Massachusetts,  a manufacturer of Solar Radiation Monitoring Instruments,
since  1990.  Prior  thereto,  he was  Senior  Vice  President  of EG & G, Inc.,
Wellesley,  Massachusetts,  a manufacturer of Scientific Instruments and manager
of U.S. Government facilities from 1967 until his retirement in January 1991. He
is also a director of the UBS/Paine Webber Mutual Funds, New York, New York.

     W. Barry Gilbert,  56, has served as acting Chief  Executive  Officer since
June  2002.  He has been a  director  of the  Company  since  February  1993 and
Chairman of the Board since February 2001. He is also an adjunct  faculty member
at the William E. Simon  Graduate  School of  Management  of the  University  of
Rochester.  From 1991 until 1999,  he was  President  of the Thermal  Management
Group of Bowthorpe Plc. of Crawley, West Sussex,  England. Prior to that time he
was corporate  Vice  President and President,  Analytical  Products  Division of
Milton Roy Company, a manufacturer of analytical instrumentation.

     Robert P.B.  Kidd,  69, has served as a director  of the Company  since its
formation in 1966 and has been an  insurance  agent since 1961.  From  September
1995 until August 1998,  Mr. Kidd was President of Blue Water  Insurance,  Inc.,
Jupiter,  Florida,  a marine  insurance  company.  Prior thereto,  he was a Vice
President of Lawrence United Corporation,  an insurance agency and a division of
the Lawrence Group.

     Eben S. Moulton,  56, a director of the Company since  November  1992,  has
served as President of Seacoast Capital Corporation,  Danvers, Massachusetts, an
investment  firm,  since 1994 and as  President of Signal  Capital  Corporation,
Danvers,  Massachusetts,  a financial  services  corporation,  since  1988.  Mr.
Moulton is a director of Seacoast  Capital  Corporation and Unitil  Corporation,
Hampton,  New  Hampshire,  a utility  company.  He is also a director of several
privately-held companies.

     Dermott O'Flanagan, 51, a director of the Company since July 10, 2000, is a
private  investor.  From 1995 until April  2000,  he was  President  of Dovatron
International,  an electronics contract  manufacturer based in Niwot,  Colorado.
From 1992 to 1996, he was Managing  Director of Dovatron  Ireland Ltd., and from
1983  to  1991,  he held  various  management  positions  with  Western  Digital
Corporation,  an electronics manufacturer.  Mr. O'Flanagan is also a director of
Manufacturers' Services, Ltd., a provider of advanced electronics  manufacturing
services, headquartered in Concord, Massachusetts.

     James C. Rowe,  54, a director of the Company  since  January 7, 2000,  has
served as  President  of Rowe & Company LLC,  Milwaukee,  Wisconsin,  a merchant
banking firm, since April 1994. From April 1972 through March 1994, Mr. Rowe was
a  director  and  Vice  President  of  Lubar  &  Co.,  Incorporated,  Milwaukee,
Wisconsin,  a merchant banking firm. Mr. Rowe is a director of several privately
held companies.

     Justin L. Vigdor, 73, is Assistant  Secretary of the Company and has served
as a director of the Company since 1968. He has been an attorney  since 1951 and
is senior counsel to the law firm of Boylan,  Brown, Code, Vigdor & Wilson, LLP,
Rochester, New York, counsel to the Company.

                                  Page 7 of 20

Information Regarding the Board and its Committees
--------------------------------------------------

     The Board held a total of three in-person  regular  meetings and 25 special
telephonic meetings during Fiscal 2002.

     During Fiscal 2002,  each director,  except Mr.  O'Flanagan,  attended more
than 75% of the meetings of the Board and meetings of committees upon which such
director served. Mr. O'Flanagan attended 50% of such meetings

     The Board has an Audit  Committee,  a Compensation  Committee,  a Corporate
Development  Committee,  a  Corporate  Governance  Committee  and  an  Executive
Committee.  There is no standing  nominating  committee;  its  functions are the
responsibility of the Corporate Governance Committee.

     The Audit Committee recommends the appointment of the Company's independent
accountants,   reviews  the  scope  and  results  of  audits,  reviews  internal
accounting controls and systems and reviews accounting,  auditing, and financial
reporting matters.  These reviews include meetings with the independent auditors
and  representatives of management as well as separate and private meetings with
the  independent  auditors to insure that the scope of their  activities has not
been restricted and that adequate  responses to their  recommendations  had been
received. In addition,  the Audit Committee reviews the estimated fees and types
of  non-audit  services  to be  rendered  to  the  Company  by  the  independent
accountants  for the coming year. The Audit  Committee also monitors  compliance
with the  Company's  Code of Conduct,  its  conflict of interest  policy and its
policy  concerning  trading in the  Company's  securities.  The minutes of Audit
Committee  meetings,  as  well  as  all  of the  recommendations  of  the  Audit
Committee,  are submitted to the full Board of Directors.  The Audit  Committee,
whose current members are Messrs.  Moulton (Chairman),  Kidd and Rowe, held five
meetings in Fiscal 2002.

     The Compensation  Committee reviews and approves the Company's compensation
philosophy  covering  executive  officers  and other key  management  employees,
reviews the  competitiveness  of the  Company's  total  compensation  practices,
reviews  and  approves  the terms and  conditions  of proposed  incentive  plans
applicable  to  executive  officers  and  other  key  employees,   approves  and
administers the Company's Stock Option Plans, reviews and makes  recommendations
with respect to management  compensation,  including  salaries and bonus awards,
examines  the  impact and effect of various  benefits  and  incentive  plans and
reviews and recommends  changes or amendments to such programs to the Board, and
reviews and approves  special hiring and severance  arrangements  with executive
officers. In Fiscal 2002, the Compensation Committee held four meetings and took
action  once by  unanimous  written  consent in lieu of a special  meeting.  The
members of the Compensation Committee are Messrs.  Beaubien (Chairman),  Moulton
and Rowe.

     The Corporate  Development  Committee reviews and makes  recommendations to
the Board and management  regarding the long-term  business goals and strategies
of  the  Company,   reviews  management's   development  of  long-term  business
objectives  and its  development  of effective  strategies to  accomplish  those
objectives,  reviews  proposed  acquisitions  and  dispositions  of  businesses,
reviews  acquisitions  and  dispositions  of capital  assets  (for  transactions
exceeding   levels  specified  in  approved   capital   budgets),   reviews  the
requirements  of the  Company  for  growth  and  for  proposed  acquisitions  of
businesses  and capital  assets and reviews major  regulatory  issues,  industry
issues and technological  advances that may affect  operations.  In Fiscal 2002,
the Corporate  Development Committee did not meet; its functions were handled by
the full  Board.  Members of the  Corporate  Development  Committee  are Messrs.
O'Flanagan (Chairman), Moulton and Vigdor.

     The Corporate Governance Committee reviews and makes recommendations to the
Board  regarding  Board size,  composition,  compensation  and structure and the
compensation and duties of Board  committees,  develops policies relating to the
recruitment  of directors and performs the functions of a nominating  committee,
ensures that mechanisms exist for the evaluation of the Chief Executive  Officer
and  for  a  self-evaluation   of  the  Board's   effectiveness,   and  receives
periodically  from the Chief Executive Officer  recommendations  relating to the
development  of  executive  talent,  management  succession  and  the  executive
management  needs of the  Company.  In Fiscal  2002,  the  Corporate  Governance
Committee did not meet; its functions were handled by the full Board. Members of
the Corporate Governance Committee are Messrs.  O'Flanagan (Chairman),  Gilbert,
Moulton and Vigdor.

     The Executive  Committee  exercises the powers of the Board in the interval
between regular meetings of the full Board. In Fiscal 2002, it was not necessary
for the  Executive  Committee to meet,  since the Board itself held 28 meetings.
The members of the Executive Committee are Messrs. Gilbert and Vigdor.

                                  Page 8 of 20

Compensation of Directors
-------------------------

     Directors who are not employees of the Company  ("Outside  Directors")  are
entitled to receive annual retainers of $8,000,  payable in four equal quarterly
installments.  In  addition,  each  Outside  Director  is paid  $1,000  for each
in-person  meeting  of the  Board  attended.  No fees  are  paid to the  Outside
Directors for telephonic Board meetings or for attendance at committee meetings.
The Chairmen of the Audit, Compensation and Corporate Governance Committees each
receive an additional $750 per quarter.  Employee  directors are not compensated
for their  service on the Board or on  committees  of the Board.  Based upon the
foregoing,  for Fiscal 2002 the Outside  Directors  were  entitled to receive an
aggregate  of $80,000.  No amounts  were paid in cash or in stock to the Outside
Directors for Fiscal 2002. Instead, the Outside Directors elected to defer their
fees for Fiscal  2002 and will be paid said fees in  twenty-four  equal  monthly
installments commencing January 17, 2003.

     Outside  Directors may also receive  consulting  fees for special  projects
requested by management  or by the Board.  No such fees were paid to the Outside
Directors in Fiscal 2002. In addition,  pursuant to a resolution  adopted by the
Board on October 31, 2000, if an Outside  Director  retires from the Board after
having  served at least five years as a director,  such  director is entitled to
receive the equivalent of one year's annual retainer fee ($8,000) in the form of
Common  Stock.  Russell E. Stingel  retired from the Board on February 27, 2002,
the date of the 2002 Annual Meeting of  Stockholders,  after 24 years of service
to the Company,  and will receive 15,385 shares of Common Stock. The fair market
value of the Company's Common Stock on February 27, 2002 was $0.52.

     In lieu of all other fees paid to Outside  Directors,  the  Chairman of the
Board is entitled to receive an annual  compensation of $30,000.  Effective upon
his appointment as acting Chief Executive Officer on June 6, 2002, Mr. Gilbert's
compensation as Chairman of the Board ceased, and he no longer receives any fees
as Chairman or as an Outside Director. See "REPORT OF THE COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS ON EXECUTIVE  COMPENSATION - Chief  Executive  Officer
Compensation".  For Fiscal 2002, Mr. Gilbert was entitled to receive  $20,802 as
Chairman  of the  Board,  but no  amounts  were  paid to him in  such  capacity.
Instead,  like the other Outside  Directors,  he elected to defer his Chairman's
fee for Fiscal 2002 and will be paid such amount in  twenty-four  equal  monthly
installments commencing January 17, 2003.

     The Company's 2001 Stock Option and Incentive Plan (the "2001 Plan"), which
was approved by the  shareholders  at the 2002 Annual  Meeting,  authorizes  the
granting of non-statutory stock options to the Outside Directors in such amounts
and at such times as may be determined  by the Board of  Directors.  Pursuant to
the 2001 Plan, a non-statutory stock option ("NSO") for 5,000 shares was granted
to each of the  Outside  Directors  and to the  Chairman  on July 18, 2002 at an
exercise price of $0.07 per share (the fair market value of the Company's Common
Stock on the date of  grant).  Said NSOs  vest in three  equal  installments  on
January 18, 2003, July 18, 2003 and July 18, 2004,  respectively,  and terminate
on July 17, 2007.

     Pursuant  to the 2001  Plan,  Outside  Directors  have the  opportunity  to
receive  payment  of their  compensation  either  in cash or in shares of Common
Stock.  During  Fiscal  2002,  no  Outside  Director  received  a portion of his
compensation in shares of Common Stock.


                         EXECUTIVE OFFICER COMPENSATION

Overview
--------

     On June 6, 2002, the Company's Board of Directors  approved a restructuring
and reduction of workforce plan at its Newark, NY facility. At that time, Thomas
W. Lovelock, the Company's President,  Chief Executive Officer and a director of
the Company,  and Richard L. Weiss,  the Company's Chief  Financial  Officer and
Treasurer,  resigned  their  positions  with the  Company.  Each  elected not to
continue in the management of a restructured and downsized company.

     Effective  June 6,  2002,  W. Barry  Gilbert,  Chairman  of the Board,  was
appointed acting Chief Executive Officer;  Bill R. Anderson,  Vice President and
General Manager,  Newark Operations,  was appointed Chief Operating Officer; and
Kevin J.  Monacelli,  Controller  and  Chief  Accounting  Officer,  assumed  the
responsibilities of principal financial officer.

                                  Page 9 of 20

     The data set forth below  incorporate  compensation data resulting from Mr.
Lovelock's  resignation  and the  appointment  of Mr.  Gilbert  as acting  Chief
Executive Officer.  For information  regarding  remuneration to Mr. Gilbert as a
director, see "ELECTION OF DIRECTORS - Compensation of Directors".

Summary Compensation Table
--------------------------

     The following table sets forth individual compensation  information for all
services  rendered to the Company and its subsidiaries in all capacities  during
the periods described below for (i) Messrs.  Gilbert and Lovelock,  each of whom
served as Chief Executive  Officer in Fiscal 2002; (ii) Mr.  Anderson,  the only
other executive  officer who was serving as such at September 30, 2002 and whose
total annual salary and bonus  exceeded  $100,000;  and (iii) Messrs.  Weiss and
Lainhart,  two individuals for whom disclosure would have been provided had they
been serving as executive  officers at September  30, 2002 (the  individuals  in
(i),  (ii)  and  (iii),  collectively,  the  "Named  Executive  Officers").  The
following  table  sets  forth   compensation   information  for  each  of  those
individuals for the years ended September 30, 2002, 2001 and 2000.

                           SUMMARY COMPENSATION TABLE

                                                                                Long-Term Compensation              All Other
                             Annual Compensation                                    Awards                      Compensation($)(4)
                          -------------------------                              ---------------------          ------------------

                                                                                Restricted   Securities
                                                                  Other Annual    Stock      Underlying
 Name & Principal Position          Year   Salary($) Bonus($)(1)   ($)(2)       Awards($)(3) Options(#)
 -------------------------          ----   --------  ----------- -------------  -----------  -----------
                                                                                           

  W. Barry Gilbert (5)              2002   $ 44,846      -              -              -        5,000                     -
    Acting Chief Executive Officer
    and Chairman of the Board

  Thomas W. Lovelock (6)            2002   $262,788      -              -              -          -              $   20,769
   President and Chief              2001    300,000   $83,333       $112,852            -      25,000                10,529
   Executive Officer                2000     28,846      -              -           18,750    190,000                 1,010

  Bill R. Anderson (7)              2002   $145,385      -              -              -     100,000                    -
   Chief Operating Officer          2001     83,077   $45,833           -              -       70,000            $    4,863

 Richard L. Weiss (8)               2002   $140,261       -             -              -          -              $   31,985
   Vice President, Chief            2001    140,000   $34,722           -              -       45,000            $    3,150
   Financial Officer and Treasurer  2000    130,308   $ 8,000           -              -       30,000            $    4,531

 Randall C. Lainhart (9)            2002   $137,384       -             -              -          -                     -
   Vice President, New Business     2001     89,231   $38,889           -              -       10,000            $      923
   Development




     (1)For Fiscal 2002, no bonuses were paid to any officer or employee. For
        Fiscal 2001, $60,000 of the bonus received by Mr. Lovelock was the
        minimum bonus guaranteed by his Employment Agreement and $23,333 was an
        incentive award; $25,000 of the bonus received by Mr. Anderson was a
        hiring bonus and $20,833 was an incentive award; the bonus to Mr. Weiss
        was an incentive award; and the bonus to Mr. Lainhart was an incentive
        award. For Fiscal 2000, the amounts in this column reflect hiring
        bonuses.

     (2)Except as noted above, none of the Named Executive Officers received
        personal benefits in excess of the lesser of $50,000 or 10% of such
        individual's reported salary for Fiscal 2002, 2001 and 2000. The amount
        reported for Mr. Lovelock in Fiscal 2001 represents $82,415 for the
        payment of relocation expenses and other amounts for automobile expenses
        and premiums on term life insurance.

     (3)The restricted stock award in the table above is valued at its fair
        market value based on the closing price for the Company's Common Stock
        as reported by The Nasdaq Stock Market on the date of award. On August
        21, 2000, Mr. Lovelock was awarded 10,000 restricted shares as a hiring
        bonus. The closing price of the Company's Common Stock on that date was
        $1.875. At the end of Fiscal 2000, the fair market value of Mr.
        Lovelock's restricted stock holdings was $20,940, based upon the closing
        price of the Company's Common Stock on September 29, 2000 of $2.094. The
        restrictions lapsed on August 29, 2001.

                                  Page 10 of 20


     (4)For Fiscal 2002, the amounts in this column represent payments made
        pursuant to severance arrangements. See "EXECUTIVE OFFICER COMPENSATION
        - Executive Employment Contracts and Severance Agreements". For Fiscal
        2001 and Fiscal 2000, the amounts in this column represent the Company's
        matching contributions made in connection with its 401(k) Profit Sharing
        Plan.

     (5)Mr.  Gilbert was appointed  acting Chief  Executive  Officer on June 6,
        2002.

     (6)Mr. Lovelock joined the Company on August 21, 2000 when he was elected
        President and Chief Executive Officer. He resigned those offices on June
        6, 2002.

     (7)After leaving the Company in 1998, Mr. Anderson rejoined the Company in
        March 2001 as Vice President, Supply Chain Management & Materials. He
        became Vice President and General Manager, Newark Operations in
        September 2001, and on June 6, 2002, he became Chief Operating Officer.

     (8)Mr. Weiss became Vice President,  Chief Financial Officer and Treasurer
        on October 1, 1999. He resigned those offices on June 6, 2002.

     (9)Mr.  Lainhart  joined the Company in June 2001 as Vice  President,  New
        Business Development. He left the Company on August 9, 2002.

Options and Stock Appreciation Rights
-------------------------------------

     The following tables summarize option grants and exercises during Fiscal
2002 to or by the Named Executive Officers, and the value of the options held by
such person at the end of Fiscal 2002. No stock appreciation rights ("SARs")
have ever been granted by the Company.



                      OPTION GRANTS IN FISCAL 2002

                                                                                        Potential Realizable Value
                                                                                        at Assumed Annual Rates
                                                                                        of Stock Price Appreciation
                                            Individual Grants                           for Option Term(1)
                  -----------------------------------------------------------------     ---------------------------


                                       Percent of Total
                  Number of Securities Options Granted to  Exercise or
                  Underlying Options   Employees in        Base Price    Expiration
       Name       Granted(#)          Fiscal 2002(2)     ($/Share)(3)     Date(4)(5)       5%($)       10%($)
       ----       ------------        -------------      ------------    ----------      --------     ---------

                                                                                 

W. Barry Gilbert      5,000              1.478%             $0.070         7/17/07      $   97          $  214

Thomas W. Lovelock      -                  -                   -               -            -               -

Bill R. Anderson    100,000             29.564%             $0.070         7/17/07      $1,934          $4,274

Richard L. Weiss        -                  -                   -               -            -               -

Randall C. Lainhart     -                  -                   -               -            -               -


     (1)The  potential   realizable  value  portion  of  the  foregoing  table
        illustrates value that might be realized upon exercise of the  options
        immediately prior to the expiration of their term, assuming the
        specified compounded  rates of appreciation on the Company's Common
        Stock over the term of the options.  This hypothetical value is based
        entirely on assumed annual growth rates of 5% and 10% in the value of
        the Company's stock price over the term of the options granted in Fiscal
        2002. The assumed rates of growth were selected by the Securities and
        Exchange Commission for illustration purposes only, and are not intended
        to predict  future  stock  prices,  which will depend upon market
        conditions and the Company's future performance and prospects. These
        numbers do not take into account provisions of certain options providing
        for termination of the option following  termination of employment,
        nontransferability  or vesting over various periods.

     (2)Percentage  indicated is based upon a total of 338,250  options granted
        to employees and directors in Fiscal 2002.

                                 Page 11 of 20


     (3) The option exercise price per share is 100% of the fair market value of
        the Company's  Common Stock on the date of grant and may be paid in
        Common Stock of the Company owned by the executive officer, in cash, or
        by a combination of these methods.

     (4) All stock options expire five years from the date of grant.

     (5) Mr.  Anderson's stock options vest in four equal  installments - on the
        date of grant, December 31, 2002, July 18, 2003 and December 31, 2003.

         Mr.  Gilbert's stock options vest in three equal  installments - on
         January 18, 2003, July 18, 2003 and July 18, 2004.



                  AGGREGATED OPTION EXERCISES IN FISCAL 2001 AND
                       FISCAL 2001 YEAR-END OPTION VALUES



                                                           Number of                    Value of Unexercised
                                                     Securities Underlying                  In-the-Money
                                                      Unexercised Options                    Options At
                                                    At September 30, 2002(#)          September 30, 2002 ($)(1)
                                                    ------------------------        -----------------------------


                   Shares Acquired    Value
     Name           Exercise(#)     Realized($)     Exercisable  Unexercisable      Exercisable      Unexercisable
----------------    ---------       --------------  -----------  -------------      ------------    --------------
                                                                                  
W. Barry Gilbert        -               -              15,000        8,000                -           $   150
Thomas W. Lovelock      -               -                 -            -                  -               -
Bill R. Anderson        -               -              50,000      120,000               $750         $ 2,250
Richard L. Weiss        -               -                 -            -                  -                -
Randall C. Lainhart     -               -              15,000       45,000                -                -

     (1)The closing  price for the  Company's  Common  Stock as reported by The
        Nasdaq Stock Market on September 30, 2002 was $0.10. Value is calculated
        on the basis of the  difference  between the option price and $0.10
        multiplied  by the number of shares of Common Stock underlying the
        option. An option is in-the-money if the market value of the Common
        Stock subject to the option exceeds the option price.

Securities Authorized for Issuance under Equity Compensation Plans
------------------------------------------------------------------

     The following table sets forth information  concerning the Company's equity
compensation plans as of September 30, 2002.





                                 Number of securities                                           Number of securities
                                   to be issued upon              Weighted-average            remaining available for
                                    exercise of                  exercise price of              future issuance under
                                 outstanding options,            outstanding options,     equity compensation plans (excluding
  Plan Category                  warrants and rights             warrants and rights       securities reflected in column (a))
  -------------                  -------------------             -------------------       -----------------------------------
                                                                                   
                                         (a)                            (b)                               (c)
 Equity compensation plans
 approved by security holders           870,850                         $2.27                           1,171,250

 Equity compensation plans not
 approved by security holders               -                           N/A                                   -
                                        --------                    --------------                   -----------------

 Total                                  870,850                         $2.27                           1,171,250



                                  Page 12 of 20


Executive Employment Contracts and Severance Agreements
-------------------------------------------------------

     Thomas W. Lovelock

     Employment Agreement
     --------------------

     On August 11, 2000, the Company  entered into an Employment  Agreement with
Thomas W. Lovelock pursuant to which Mr. Lovelock was employed by the Company as
President  and Chief  Executive  Officer  effective as of August 21,  2000.  The
Employment  Agreement  was  amended  as  of  August  21,  2001  (the  Employment
Agreement, as amended, is referred to as the "Lovelock Agreement"). The Lovelock
Agreement  would have expired on August 20, 2002, but Mr.  Lovelock  resigned as
President and Chief Executive Officer effective June 6, 2002.

     Under the Lovelock  Agreement,  Mr. Lovelock received an annual base salary
of $300,000. Upon the commencement of his employment, Mr. Lovelock received as a
hiring bonus an award of 10,000 restricted shares of Common Stock that could not
be sold,  transferred or otherwise disposed of until the expiration of one year.
The  restrictions  lapsed on August 21,  2001.  See  Footnote (3) to the Summary
Compensation Table for further details with respect to the restricted shares.

     Pursuant to the Lovelock Agreement,  Mr. Lovelock was granted stock options
for 190,000  shares of Common Stock on August 21, 2000 and for 25,000  shares of
Common Stock on September 10, 2001,  at exercise  prices of $1.875 per share and
$0.52 per share,  respectively,  the fair market value of the  Company's  Common
Stock on each of the respective  grant dates.  Said options were to have expired
on August 20, 2007 and  September  9, 2008,  respectively.  Upon Mr.  Lovelock's
resignation,  the vested  portions of the options were not  exercised and can no
longer be exercised and the non-vested portions were forfeited.

     Under the  Lovelock  Agreement,  Mr.  Lovelock  was  entitled  to receive a
performance  bonus for Fiscal  2001  computed  in the  following  manner:  (i) a
guaranteed  minimum bonus of 20% of base salary ($60,000) and (ii) a bonus of up
to an additional 80% of base salary  ($240,000) if and to the extent the Company
achieved certain  pre-established  performance goals for Fiscal 2001. For Fiscal
2001,  Mr.  Lovelock  received  a  bonus  of  $83,833.  See  "EXECUTIVE  OFFICER
COMPENSATION - Summary Compensation Table".

     The Lovelock Agreement also included  provisions  relating to participation
in the Company's benefit plans,  reimbursement of certain  relocation  expenses,
the payment of premiums on term life  insurance  in the face amount of $600,000,
the use of a Company  automobile and the reimbursement  for related expenses,  a
severance  payment upon  termination of employment by the Company for any reason
other  than cause or  change-in-control  in an amount  equal to his annual  base
salary,  and a severance  payment upon  termination of employment  under certain
circumstances in the event of a change-in-control  of the Company.  The Lovelock
Agreement   also   contained   provisions   relating  to   confidentiality   and
non-competition.

     Severance Agreement
     -------------------

     On June 6, 2002,  Mr.  Lovelock  resigned  as  President,  Chief  Executive
Officer and as a director of the  Company.  Pursuant to the terms of a Severance
Agreement dated June 6, 2002 between Mr.  Lovelock and the Company,  as modified
by a  supplemental  agreement  dated  December  6, 2002,  the  Company  paid Mr.
Lovelock his salary and benefits through August 20, 2002, the expiration date of
his Employment Agreement, and agreed to pay him an aggregate amount equal to six
months of his base salary  ($150,000),  said amount to be paid in  installments,
with the final  installment  to be paid on September  27, 2003.  Of said amount,
$20,769 was paid in Fiscal  2002.  In  addition,  the Company  will  continue to
provide Mr. Lovelock with health insurance coverage through October 1, 2003 (Mr.
Lovelock will pay the standard  "employee"  portion of the premium effective May
1, 2003) and with life and  accident,  death and  disability  insurance  through
March 31,  2003.  In  addition,  the  Company  will  provide Mr.  Lovelock  with
outplacement  fees  in  the  amount  of  $10,000.  Certain  obligations  in  Mr.
Lovelock's  prior Employment  Agreement  relating to  confidentiality  remain in
effect in accordance  with their terms,  but the Company  released Mr.  Lovelock
from the non-competition provisions contained in his Employment Agreement.

     Bill R. Anderson

     On March 19, 2001,  the Company  entered into an Employment  Agreement with
Bill R. Anderson (the "Anderson  Agreement")  pursuant to which Mr. Anderson was
employed  by  the  Company  as  Vice  President,   Materials  and  Supply  Chain
Management. He is currently Chief Operating Officer of the Company. The Anderson
Agreement  expired on March 18, 2002.  His  employment is continuing  upon terms
similar to those contained in the Anderson Agreement.

                                  Page 13 of 200

     Under the Anderson  Agreement,  Mr.  Anderson is entitled to an annual base
salary  of  $160,000.  However,  like all  other  officers  and  employees,  Mr.
Anderson's  base  salary  for  Fiscal  2002  was  reduced.  See  "REPORT  OF THE
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION".  In
accordance with the terms of the Anderson  Agreement,  in Fiscal 2001, after the
completion of thirty days of employment, Mr. Anderson received a hiring bonus of
$25,000. No bonus was paid to Mr. Anderson in Fiscal 2002. I

     Pursuant to the Anderson  Agreement,  on March 19, 2001,  Mr.  Anderson was
granted a stock option for 60,000 shares of Common Stock at an exercise price of
$1.313 per share (the Fair Market  Value of the  Company's  Common  Stock on the
date of grant).  Of the 60,000 stock options granted,  options for 10,000 shares
vested  immediately and options for 50,000 shares will vest in four equal annual
installments commencing one year from the date of grant.

     On July 18,  2002,  Mr.  Anderson  was  granted a stock  option for 100,000
shares of Common Stock at an exercise  price of $0.07 per share (the Fair Market
Value of the Company's Common Stock on the date of grant).  Of the 100,000 stock
options  granted,  options for 25,000  shares  vested  immediately,  options for
25,000 shares vest on December 31, 2002,  options for 25,000 shares vest on July
18, 2003,  and options for 25,000 shares vest on December 31, 2003.  The options
expire on July 17, 2007.

     The Anderson Agreement also includes  provisions  relating to participation
in the Company's  benefit and bonus plans,  reimbursement  of certain  temporary
living  expenses,  a severance  payment upon  termination  of  employment by the
Company for any reason other than cause or  change-in-control in an amount equal
to  his  annual  base  salary,  and a  severance  payment  upon  termination  of
employment under certain  circumstances in the event of a  change-in-control  of
the  Company.  The  Anderson  Agreement  also  contains  provisions  relating to
confidentiality and non-competition.


     Richard L. Weiss

     Mr. Weiss resigned as Vice President, Chief Financial Officer and Treasurer
as of June 6, 2002.  Pursuant to his  agreement  with the  Company,  he received
three months of severance pay ($31,985).


     Certain Transactions
     --------------------

     Justin L. Vigdor,  a director and  Assistant  Secretary of the Company,  is
senior  counsel to Boylan,  Brown,  Code,  Vigdor & Wilson,  LLP,  and Martin S.
Weingarten, Secretary of the Company, is of counsel to that firm, which provided
legal services to the Company in Fiscal 2002.

     During the fiscal year ended September 30, 2002, Don Allen Agency, of which
Robert  P.  B.  Kidd,  a  director  of  the  Company,  is  a  broker,  was  paid
approximately  $568,695 in insurance premiums. All of said premiums are believed
by the  Company  to be  comparable  to those  which  would  have been paid to an
unaffiliated third party.

     Any  transactions  with the Company's  officers,  directors,  affiliates or
controlling  stockholders  will be on  terms  no less  favorable  than  could be
obtained from unaffiliated third parties,  and must be approved by a majority of
the  directors  of  the  Company,   including  a  majority  of  the  independent
disinterested directors of the Company.


        Notwithstanding  anything to the contrary set forth in any of
        the Company's previous filings under the Securities Act of 1933,
        as amended, or the Securities Exchange Act of 1934 that might
        incorporate future filings, including this Proxy Statement,  in
        whole or in part, the following  Performance Graph and the Report
        of the Compensation Committee on Executive Compensation shall  not
        be incorporated by reference into any such filings.


                           CORPORATE PERFORMANCE GRAPH

                           1997    1998      1999     2000    2001     2002
                         -------  -------   ------   ------   ------  ------
                                                  
COMPANY................. 100.00   25.48     13.37    10.67     3.62      0.51
NASDAQ.................. 100.00  100.48    162.91   217.88    88.91     69.53
PEER INDEX.............. 100.00   74.64    113.59   107.81    36.70     11.10
 ----------


(1) Assumes $100 invested on September 30, 1997, in the Common Stock, The NASDAQ
    Market Index and a Company constructed peer group index.

(2) The Company constructed peer group consists of Solectron Corp., Sanmina-SCI
    Corporation, Plexus Corp., and Benchmark Electronics Inc.

                                  Page 14 of 20


               REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD
                     OF DIRECTORS ON EXECUTIVE COMPENSATION

     The  Compensation  Committee of the Board of Directors  (the  "Committee"),
consisting  entirely of Outside  Directors (David Beaubien,  Eben S. Moulton and
James C. Rowe), approves all of the policies under which compensation is paid or
awarded to the Company's executive officers.

     The Company's executive  compensation policy is intended (i) to support the
attainment  of  the  Company's  long  and  short-term  strategic  and  financial
objectives;  (ii) to  provide a  competitive  total  compensation  program  that
enables the Company to attract, motivate and retain the key executives needed to
accomplish  the  Company's  goals;   (iii)  to  provide  variable   compensation
opportunities that are directly related to the performance of the Company;  (iv)
to align executive  compensation  with growth in stockholder  value;  and (v) to
recognize and reward  executives for their  contributions  and commitment to the
growth and  profitability of the Company.  The Compensation  Committee  believes
this policy is generally  best  accomplished  by providing a  competitive  total
compensation package, a significant portion of which is variable and at risk and
related to established performance goals.

     The Company's  compensation  program for executive officers is comprised of
the following key elements: base salary, annual cash incentives and equity based
incentives.  Salary and annual incentive  payments are mainly designed to reward
current and past performances. Equity based incentives are primarily designed to
provide strong  incentives for long-term future  performance.  The components of
the compensation program for executives are described below.

     Base Salary
     -----------

     Base  salaries and increases  for  executive  officers,  other than for the
Chief Executive  Officer,  are determined by the Chief Executive  Officer within
the  guidelines  established  by the  Committee and are based upon the officer's
current performance, experience, the scope and complexity of his position within
the Company and the external competitive marketplace for comparable positions at
peer companies. Base salaries are normally reviewed annually. In structuring the
compensation  package,  it has been the  Company's  policy to emphasize  bonuses
based  upon  Company   performance   rather  than   increases  in  base  salary.
Accordingly,  the base salaries of the executive officers generally remain below
the market  median.  In Fiscal  2002,  no salary  adjustments  were made for any
executive  officer.  In  addition,  the  salaries  of all  employees,  including
executive  officers,  were reduced by 10% from February 15, 2002 to May 9, 2002.
This  reduction  was  reduced  to 5% from  May 10,  2002 to July 22,  2002,  and
restored to 10%  effective  July 12, 2002 and  continuing as of the date of this
Proxy Statement.


     Annual Incentive
     ----------------

     Generally,  a substantial portion of each executive officer's  compensation
is  variable  and tied to Company  performance.  However,  because  of  economic
difficulties,  no  incentive  bonuses  were paid to any  officer or  employee in
Fiscal 2002.


     Equity Based Incentives
     -----------------------

     Executive  officers and other key  employees  also receive  grants of stock
options  pursuant to the Company's 2001 Stock Option and Incentive  Plan.  Stock
option  grants  are  discretionary  and  reflect  the  current  performance  and
continuing  contribution  of the  individual to the success of the Company.  The
Committee is responsible for determining,  subject to the terms of the Plan, the
individuals  to whom grants should be made, the time of grants and the number of
shares subject to each option.  Stock options are granted with an exercise price
equal  to the fair  market  value of the  Company's  Common  Stock on the day of
grant.  Any  value  received  by the  executive  from an  option  grant  depends
completely  upon  increases  in  the  price  of  the  Company's   Common  Stock.
Consequently,  the full value of an executive's  compensation  package cannot be
realized  unless an  appreciation  in the price of the  Company's  Common  Stock
occurs over a period of years.

     There is no established grant cycle for executive officers;  rather, grants
are made on an  intermittent  basis  reflecting a  discretionary  assessment  of
future  contributions  to the longer  term growth of the Company and the need to
provide a competitive retention incentive.  For the fiscal year ending September
30,  2002,  stock  grants were made to certain of the Named  Executive  Officers
listed in the Summary Compensation Table and to certain other key employees.

                                  Page 15 of 20

     Chief Executive Officer Compensation
     ------------------------------------

     On June 6,  2002,  Thomas  W.  Lovelock  resigned  as  President  and Chief
Executive  Officer  and as a director  of the  Company,  and W.  Barry  Gilbert,
Chairman of the Board, was appointed acting Chief Executive Officer.

     When Mr.  Lovelock was elected  President  and Chief  Executive  Officer in
August 2000,  the Committee  established  his base salary,  incentive  bonus and
stock  option  grant  by  assessing  comparative  compensation  information  and
reviewing  recommendations from an external consulting firm. Mr. Lovelock's base
salary,  which was established at the rate of $300,000 per annum,  ranged at the
50th percentile of relevant market data. Mr. Lovelock's  employment  contract is
described  in detail in  "EXECUTIVE  OFFICER  COMPENSATION-Executive  Employment
Contracts and Severance Agreements-Thomas W. Lovelock". Mr. Lovelock received no
increase in base salary in Fiscal  2002,  and his salary was reduced by 10% from
February 15, 2002 to May 9, 2002.  This reduction was reduced to 5% from May 10,
2002 until the date of his resignation. He received no bonus for Fiscal 2002. No
stock options were granted to Mr. Lovelock in Fiscal 2002.

     Effective upon Mr. Gilbert's  appointment as acting Chief Executive Officer
on June 6,  2002,  the Board  established  his  salary at the rate of $2,500 per
week. In accordance with the salary reductions effective for all employees as of
July 12, 2002, Mr. Gilbert's salary was likewise reduced.

     Effective  June 6, 2002, Mr. Gilbert  receives no extra  remuneration  as a
director or as Chairman of the Board.  For remuneration to Mr. Gilbert in Fiscal
2002 as Chairman, see "ELECTION OF DIRECTORS - Compensation of Directors".

Tax Considerations
------------------

     Section 162(m) of the Internal  Revenue Code generally limits the corporate
tax  deduction  for  compensation  paid  to  the  Named  Executive  Officers  to
$1,000,000 each. However, compensation is exempt from this limit if it qualifies
as "performance based  compensation." The Committee has carefully considered the
impact of this tax code provision and its normal practice is to take such action
as is necessary to preserve the Company's  tax  deduction.  The  Company's  2001
Stock Option and Incentive Plan complies with the provisions of Section  162(m).
Accordingly, any gains realized upon the exercise of stock options granted under
said Plan will  qualify as  "performance-based  compensation"  and will be fully
deductible  by the Company.  The  Committee  believes  that all of the Company's
compensation  expense for Fiscal 2002 will be deductible  for federal income tax
purposes.

     Although  the  Committee  will  continue  to consider  deductibility  under
Section 162(m) with respect to future  compensation  arrangements with executive
officers,  deductibility  will  not be  the  sole  factor  used  in  determining
appropriate levels or methods of compensation.  Since Company objectives may not
always be consistent with the requirements for full  deductibility,  the Company
may enter into compensation arrangements under which payments are not deductible
under Section 162(m).  It is not expected that the compensation of any executive
officer will exceed $1,000,000 in Fiscal 2003.

                                            Compensation Committee:
                                                David J. Beaubien,  Chairman
                                                Eben S. Moulton
                                                James C. Rowe

     Compensation Committee Interlocks and Insider Participation
     -----------------------------------------------------------

     The  members of the  Compensation  Committee  consist  of Messrs.  Beaubien
(Chairman),  Moulton and Rowe.  Each member is a non-employee  director and does
not have any direct or indirect  material  interest in or relationship  with the
Company outside of his position as director.


            SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors  and  executive  officers,  and  persons  who own  more  than 10% of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission ("SEC") reports of ownership and changes in ownership of
Common Stock and other equity securities of the Company. Officers, directors and
greater  than 10%  stockholders  are required by SEC  regulation  to furnish the
Company with copies of all Section 16(a) forms they file.

     SEC  regulations  require  the  Company  to  identify  any one who  filed a
required report late during the most recent fiscal year.  Based solely on review
of  the  copies  of  such   reports   furnished   to  the  Company  and  written
representations that no other reports were required during the fiscal year ended
September 30, 2002, the Company  believes that,  during Fiscal 2002, all Section
16(a) filing requirements applicable to its officers, directors and greater than
10% beneficial owners were complied with.

                                  Page 16 of 20

                             AUDIT COMMITTEE REPORT

     Membership and Role of Audit Committee
     --------------------------------------

     The Audit Committee of the Board is responsible for providing  independent,
objective oversight and review of the Company's accounting  functions,  internal
controls and financial  reporting  process.  The Audit Committee is comprised of
three independent directors,  and is governed by an amended and restated written
charter  adopted and  approved by the Board.  The amended and  restated  written
charter was  included  as  Appendix A to the  Company's  proxy  statement  dated
January  30,  2001 for the 2001  Annual  Meeting  of  Stockholders.  Each of the
members of the Audit  Committee is  independent as defined by the Company policy
and the National  Association  of  Securities  Dealers,  Inc.  ("NASD")  listing
standards.

     Management has the primary  responsibility for the financial statements and
the reporting process,  including the Company's system of internal controls, and
for the preparation of the consolidated  financial statements in accordance with
generally accepted accounting principles.  The Company's independent accountants
are  responsible  for  performing  an  independent   audit  of  those  financial
statements in accordance with generally accepted auditing standards and to issue
a report thereon. The Audit Committee's responsibility is to monitor and oversee
these processes.  The Audit Committee also recommends to the Board the selection
of the Company's independent auditors.

     It is not the duty or  responsibility  of the Audit  Committee  to  conduct
auditing or accounting  reviews or procedures.  The Audit  Committee has relied,
without  independent  verification,  on  management's  representation  that  the
financial  statements  have been prepared with integrity and  objectivity and in
conformity with accounting principles generally accepted in the United States of
America and on the representations of the independent auditors included in their
report on the Company's financial  statements.  The Audit Committee's  oversight
does not provide it with an independent  basis to determine that  management has
maintained   appropriate   accounting  and  financial  reporting  principles  or
policies,  or appropriate  internal  controls and procedures  designed to assure
compliance  with  accounting  standards  and  applicable  laws and  regulations.
Furthermore,   the  Audit  Committee's   considerations   and  discussions  with
management  and the  independent  auditors  do not  assure  that  the  Company's
financial  statements  are  presented  in  accordance  with  generally  accepted
accounting principles,  that the audit of the Company's financial statements has
been carried out in accordance  with generally  accepted  auditing  standards or
that the Company's independent accountants are in fact "independent".

                                  Page 17 of 20


     Review of the Company's Audited Financial Statements
     ----------------------------------------------------

     In fulfilling its oversight responsibilities,  the Audit Committee reviewed
the audited  financial  statements in the  Company's  Annual Report on Form 10-K
with  management  and discussed the quality and  acceptability  of the Company's
accounting  principles,  the  reasonableness of significant  judgments,  and the
clarity of disclosures in the Company's financial statements.

     The  Audit  Committee  reviewed  with  the  independent  auditors,  who are
responsible  for  expressing  an  opinion  on the  conformity  of those  audited
financial  statements  with  generally  accepted  accounting  principles,  their
judgments  as to the  quality  and  acceptability  of the  Company's  accounting
principles  and such other  matters as are  required  to be  discussed  with the
Committee under generally accepted auditing  standards,  including the Statement
on  Auditing  Standards  No.  71  (Communications  with  Audit  Committees).  In
addition,  the Audit Committee has discussed with the  independent  auditors the
auditors' independence from management and the Company, including the matters in
the written disclosures required by Independence  Standards Board Standard No. 1
(Independent  Discussions  with Audit  Committees),  which were submitted to the
Company,  and  considered  the  compatibility  of  non-audit  services  with the
auditors' independence.

     The Audit Committee discussed with the Company's  independent  auditors the
overall  scope  and  plans for their  audit.  The Audit  Committee  met with the
independent  auditors,  with and  without  management  present,  to discuss  the
results  of  their  examination,  their  evaluation  of the  Company's  internal
controls, and the overall quality of the Company's financial reporting.

     In reliance on the reviews  and  discussions  referred to above,  the Audit
Committee  recommended  to the Board of Directors  (and the Board has  approved)
that the audited  financial  statements be included in the Annual Report on Form
10-K for the year ended  September 30, 2002 for filing with the  Securities  and
Exchange Commission.

                                              Audit Committee:
                                                Eben S. Moulton, Chairman
                                                Robert P.B. Kidd
                                                James C. Rowe

                         INDEPENDENT PUBLIC ACCOUNTANTS

     The  Board of  Directors  has,  based on the  recommendation  of the  Audit
Committee,  appointed  Rotenberg & Co., LLP as the Company's  independent public
accountants for Fiscal 2002.

     Changes in Independent Auditors
     -------------------------------

     On May 20, 2002, the Company  terminated the engagement of Arthur  Andersen
LLP as its  independent  auditors.  Arthur  Andersen's  reports on the Company's
financial  statements for each of the two fiscal years ended  September 30, 2001
and 2000  (collectively,  the "Prior  Fiscal  Period")  were  qualified in their
reference to the  uncertainty  of the  Company's  ability to continue as a going
concern.  Except as set forth in the  preceding  sentence,  such reports did not
contain an adverse  opinion or  disclaimer  of  opinion,  nor were such  reports
qualified or modified as to uncertainty, audit scope, or accounting principles.

     There were no disagreements  between the Company and Arthur Andersen on any
matter of accounting principles or practices, financial statement disclosure, or
auditing  scope or  procedures  ("Disagreements")  during  either  (i) the Prior
Fiscal  Period or (ii) the period from October 1, 2001 through May 20, 2002 (the
"Interim Period"),  which Disagreements,  if not resolved to the satisfaction of
Arthur  Andersen,  would have caused  Arthur  Andersen to make  reference to the
subject matter of the Disagreements in connection with its reports for the Prior
Fiscal Period. Arthur Andersen furnished a letter to the Securities and Exchange
Commission stating that it agreed with the foregoing statements.

     The Company has engaged the firm of Rotenberg & Co.,  LLP as the  Company's
independent  auditors for the fiscal year ending September 30, 2002. The Company
did not consult  Rotenberg & Co.,  LLP with  respect to either the Prior  Fiscal
Period or the Interim Period as regards (i) either the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's financial statements or
(ii) any matter that was either the subject of any  Disagreements  or Reportable
Events.

                                  Page 18 of 20

     Audit Fees
     ----------

     Fees Paid to Arthur Andersen LLP

     The  following  fees were billed by Arthur  Andersen  LLP for  professional
services rendered for Fiscal 2002.

             Audit Fees                                                   $8,598
             Financial Information Systems Design and Implementation Fees    -0-
             All Other Fees                                                  -0-
                                                                         -------
                Total Arthur Andersen LLP Fees                            $8,598

     Audit  Fees  primarily  represent  amounts  billed  for the  review  of the
Company's Quarterly Report on Form 10-Q for the first quarter of Fiscal 2002.


     Fees Paid to Rotenberg & Co., LLP

     The  following  fees were billed by Rotenberg & Co.,  LLP for  professional
services rendered for Fiscal 2002.

             Audit Fees                                                 $105,000
             Financial Information Systems Design and Implementation Fees    -0-
             All Other Fees                                               12,000
                                                                         -------
                Total Rotenberg & Co., LLP Fees                         $117,000

     Audit  Fees  primarily  represent  amounts  billed  for  the  audit  of the
Company's  annual  consolidated  financial  statements  for Fiscal  2002 and the
reviews of the financial  statements  included in the  Company's  Forms 10-Q for
Fiscal 2002.

     All Other Fees primarily include  professional fees billed for tax services
for Fiscal 2002.

     A  representative  of Rotenberg & Co., LLP is expected to attend the Annual
Meeting,  will have the  opportunity  to make a statement if the  representative
desires to do so, and will be available to respond to appropriate questions from
stockholders.


                                 OTHER MATTERS

     The Board of  Directors  knows of no other  matters to be  presented at the
Annual  Meeting,  but if other  matters  properly  come before the meeting,  the
persons named as Proxies in the enclosed Proxy will vote according to their best
judgment.  Stockholders are requested to date and sign the enclosed Proxy and to
mail it promptly in the enclosed postage-paid envelope. If you attend the Annual
Meeting, you may revoke your Proxy at that time and vote in person, if you wish.
Otherwise your Proxy will be voted for you.


     THE COMPANY WILL MAKE AVAILABLE AT NO COST,  UPON THE WRITTEN  REQUEST OF A
STOCKHOLDER,  A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K AND FORM 10-K/A
FOR THE FISCAL YEAR ENDED  SEPTEMBER 30, 2002  (WITHOUT  EXHIBITS) AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION. COPIES OF EXHIBITS TO THE COMPANY'S FORM
10-K WILL BE MADE  AVAILABLE,  UPON  WRITTEN  REQUEST OF A  STOCKHOLDER  AND THE
PAYMENT TO THE COMPANY OF THE REASONABLE COSTS OF REPRODUCTION AND MAILING.

                                        By Order of the Board of Directors


                                        /s/ Martin S. Weingarten
                                        ------------------------
                                        Martin S.  Weingarten,  Secretary

DATED: February 7, 2003
       Newark, New York

                                  Page 19 of 20


                              IEC ELECTRONICS CORP.
                         ANNUAL MEETING OF STOCKHOLDERS
                          WEDNESDAY, FEBRUARY 26, 2003

     The  undersigned,  revoking  all prior  proxies,  hereby  appoints W. Barry
Gilbert  and  Justin L.  Vigdor,  and  either  one of them  with  full  power of
substitution,  as proxy or proxies to vote for the  undersigned,  in the name of
the  undersigned,  all  of  the  Common  Stock  of IEC  Electronics  Corp.  (the
"Company") of the undersigned, as if the undersigned were personally present and
voting at the Company's  Annual Meeting of Stockholders to be held at the office
of the Company, 105 Norton Street, Newark, New York on February 26, 2003 at 9:00
a.m. (the "Annual Meeting"),  and at any and all adjournments  thereof, upon the
following matters:

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

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED         Please mark
STOCKHOLDER.  IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF THE NOMINEES FOR         your votes as    _
DIRECTORS SPECIFIED IN THE PROXY STATEMENT.                                                              indicated in    [X]
                                                                                                         this example     -
                                                              


1.  Election of seven (7) directors                  (INSTRUCTION:  TO WITHHOLD AUTHORITY TO VOTE
                                                              FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE
                                                              THROUGH THE NOMINEE'S NAME IN THE LIST BELOW)

                                                      __
FOR all nominees listed to the right                 [__]            David J. Beaubien
(except as marked to the contrary)                                   W. Barry Gilbert
                                                      __             Robert P. B. Kidd
WITHHOLD AUTHORITY to vote                           [__]            Eben S. Moulton
for all nominees listed to the right                                 Dermott O'Flanagan
                                                                     James C. Rowe
                                                                     Justin L. Vigdor

2.  Transaction of such other business as may property come before the meeting or any adjournment thereof.

                                                                       THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

                                                                       Dated:           , 2003
                                                                             -----------------

                                                                       -----------------------
                                                                       Signature

                                                                       -----------------------
                                                                       Signature

                                                                       IMPORTANT:  Sign the Proxy exactly as your name or names
                                                                       appear on your Common Stock certificate; in the case of
                                                                       Common Stock held in joint tenancy, each joint tenant must
                                                                       sign. Fiduciaries should indicate their full titles and the
                                                                       capacity in which they sign.  Please complete, sign, date and
                                                                       return this Proxy promptly in the enclosed envelope.


                                 Page 20 of 20