IEC ELECTRONICS CORP
IEC AND SUNTRUST AGREEMENT
<DOCUMENT>
<TYPE>EX-10.29
<SEQUENCE>4
<FILENAME>ex1029for0310k.txt
<DESCRIPTION>IEC AND SUNTRUST AGREEMENT
<TEXT>
                                  Exhibit 10.29



                           SUNTRUST BANK LOAN PROGRAM

                                    BORROWER

                           LOAN AND SECURITY AGREEMENT

     THIS LOAN AND SECURITY  AGREEMENT  (this  "Agreement"),  dated  January 13,
2003, is made by and between IEC  Electronics  Corp.,  whose  principal place of
business  is  at  105  Norton  Street,  Newark,  NY  14513  (herein  called  the
"Borrower") and SUNTRUST BANK, a Georgia banking corporation with offices at 303
Peachtree Street, Atlanta,  Georgia 30308, Attn: Mail Center 1923 (herein called
the "Bank").



WITNESSETH:

     WHEREAS. the Borrower desires to establish a loan for business purposes;

     WHEREAS,  in order to finance the 1oan for business purposes,  the Borrower
has  requested  that the Bank  agree to  extend  to the  Borrower  a loan in the
principal  amount of  $2,300,000.00.  and the Bank is  willing to make such loan
subject to the terms and conditions hereof; and

     NOW,  THEREFORE,  for and in  consideration of the premises and agreements
contained herein and other good and valuable  consideration,  the sufficiency of
which is hereby Acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:


     1.  Terms.  The  Bank  agree:  to make a loan to the  Borrower  on  January
13,2003,  (the "Closing  Date") in the principal  amount of  $2,200,000.00  (the
"Loan"),  which Loan shall be evidenced by a  promissory  note,  dated as of the
Closing Date,  executed and  delivered by the Borrower,  payable to the order of
the Bank, in  substantially  the form of Exhibit A attached  hereto (the "Note")
and shall be subject to all terms and  conditions  set forth in the Note, all of
which terms and conditions are incorporated herein by reference.

     2.  Collateral.  To  secure  the  payment  and  performance  of  Term  Loan
Commitment,  the Loan,  the  Note,  and any other  indebtedness,  obligation  or
liability  of the Borrower to the Bank,  now or  hereafter  existing or arising,
including,  without  limitation,  all  increases  and  extensions  of Term  Loan
Commitment,  the Loan  and the  Note,  (collectively,  the  "Obligations"),  the
Borrower grants to the Bank a security  interest in all of its right,  title and
interest in and to its accounts,  chattel paper, documents,  equipment,  general
intangibles,  inventory and instruments,  including, 1, without limitation,  all
proceeds, accessions,  benefits, substitutions and replacements of and 10 any of
the foregoing (as such terms are defined in Article 9 of the Uniform  Commercial
Code as in effect in the State of Georgia, collectivity. the "Collateral").  The
Borrower  hereby  appoints the Bank as its  attorney-in-fact  to do all acts and
things which the Bank may deem necessary or desirable to perfect and continue to
perfect  the  security  interest created by this  Agreement  and to protect the
Collateral.  The security  interests  created by this  Agreement are intended to
attach (i) to existing  Collateral when the Borrower signs this  Agreement,  and
(ii) to Collateral  subsequently acquired by the Borrower,  immediately upon the
Borrower  acquiring any rights in such Collateral.  The parties do not intend to
postpone the attachment of any security interest Created by this Agreement

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     3. Representations. The Borrower represents and warrants that:


     (i) it owns  the  Collateral  free  and  clear of all  liens  and  security
interests except the security  interest granted to Keltic Financial  Partners LP
and to the Bank.


     (ii) this Agreement and the Notes have been duly  authorized,  executed and
delivered by the Borrower and constitute the legal, valid and binding agreements
of the  Borrower  enforceable  against  the  Borrower in  accordance  with their
respective   terms,   except  as  enforcement  may  be  limited  by  bankruptcy,
insolvency,  reorganization,  moratorium or similar laws or equitable principles
relating to or limiting creditors' right generally,


     (iii) the  execution,  delivery  and  performance  by the  Borrower of this
Agreement and Notes.  (A) have been duly  authorized by all requisite  corporate
action and, if required, shareholder action, (B) does not require the consent or
approval  of any  governmental  authority.  and (C) will not (1) violate (a) any
provision of law,  statute,  rule or  regulation or the  Borrower's  articles of
incorporation or any other organizational  document,  (b) any order of any court
or any rule,  regulation or order of any other agency or government binding upon
the  Borrower,  or (c)  any  provision  of any  indenture,  agreement  or  other
instrument  to  which  the  Borrower  is a  party  or by  which  the  Borrower's
properties  or  assets;  are or may be  bound!  or (2)  result  in a  breach  or
constitute  (alone or with due notice or lapse of time or both) a default  under
any   indenture,   agreement   or  other   instrument   referred  to  in  clause
3(iii)(C)(1)(c) above,


     (iv) to default or Event of Default has occurred which is continuing,


     (v) the  Borrower  has  available  on the  Closing  Dare a  minimum  unused
committed  credit facility of $1,000,000.00  from Keltic Financial  Partners LP,
2nd


     (vi) no part of the proceeds of the Loan will be used for  "purchasing"  or
"carrying"  any  "margin  stock  within the  respective  meanings of each of the
quoted terms under Regulation U of the Board of Governors of the Fcdera1 Reserve
System as now and from time to time hereafter in effect or for any purpose which
violates  the  provisions  of the  regulations  of such Board of  Governors.  If
requested by the Bank,  the Borrower will furnish to the Bank a statement to the
foregoing  effect in conformity with the requirements of FR Form U-1 referred to
in said Regulation U.

     4.  Covenants.  So long as the Obligations  are  outstanding)  the Borrower
covenants and agrees that


     (a) it will  promptly  notify  the Bank in  writing  of any  change  in its
address  from  that set  forth  below  or any  change  in its name or  corporate
organization;


     (b) it will pay and  perform  all of the:  Obligations  according  to their
terms;


     (c) it will  defend its title to the  Collateral  against  all  persons and
against all claims and demands whatsoever;


     (d) it will not,  without the Bank's prior written  consent,  sell) assign,
lease, pledge, transfer or dispose of any of the Collateral;


     (e) it will furnish to the Bank:

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                                  Page 65 of 79
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     (1) within 20 days  after the end of each  calendar  quarter  an  unaudited
balance  sheet  and  income  statement   accurately   reflecting  the  financial
transactions  and status of the  Borrower as of the end of such quarter and on a
year-to-date  basis,  on a  consolidated  basis,  prepared  in  accordance  with
generally accepted accounting procedures;


     (1) within 90 days  after the end of each  fiscal  year an audited  balance
sheet and income statement of the Borrower as of the end of such year,  compiled
by such firm of  independent  public  accountants  as may be  designated  by the
Borrower  and be  satisfactory  to the  Bank  as  prepared  in  accordance  with
generally accepted accounting procedures;


     (2) concurrently with the delivery of the financial  statements referred to
in Sections 4(e)(i) and 4(e)(ii),  a certificate of the chief executive officer,
the chairman of the board, the president, the chief financial officer, the chief
accounting  officer,  any executive Or senior vice president or the treasurer of
the Borrower substantially in the form of Exhibit C; and


     (iv)  within 60 days after the end of each  fiscal  year,  a business  plan
(including  balance  sheet,  income  statement  and cash flow  statement) of the
Borrower for the current fiscal year.


     (1) it shall  maintain  and operate its business in such a manner to insure
that it is in  compliance  with  Section S and  Section 9 of that  certain  Loan
Agreemet1t  dated as of  12/28/02 by and between  Borrower  and IEC  Electronics
Corp. and Keltic financial Partners LP.

     5.  Event of  Default:  An.  "Event of  Default"  shall  occur if:  (i) the
Borrower  fails to pay when  due any  amount  owing  hereunder  within  five (5)
business days after such amount becomes due. (ii) any representation or warranty
made or  deemed  made by the  Borrower  herein  or  which  is  Contained  in any
certificate,  document or  financial or other  statement  furnished by it at any
time finder or in connection with this Agreement shall be false or misleading in
any material  respect as of the date made or deemed to have been made, (iii) the
Borrower  fails to comply with the covenants  set forth in Section  4(c),  4(f),
(iv) the  Borrower  fails to perform or observe any other  covenant  made by the
Borrower pursuant to this Agreement and which failure is not cured within thirty
(30) days after the earlier of (i) the Borrower's  actual  knowledge  thereof or
(ii) I notice to the Borrower,  (v) that certain supply agreement by and between
Borrower and Arrow Electronics Inc. (the "Supplier") (the "Supply Agreement") is
terminated regardless of whether such termination occurs "for cause" or "without
cause" as  defined  therein  or the  occurrence  of a  material  default  occurs
thereunder,  (vi) the  Borrower  shall  make or take  any  action  to cause  the
appointment  of a receiver  of all or any part of the  Borrower's  property,  an
assignment for the benefit of creditors of the Borrower,  a calling of a meeting
of creditors of the  Borrower,  the  commencement  of any  proceeding  under any
bankruptcy,  insolvency  or debtor relief laws by or against the Borrower or any
guarantor  or surety  for the  Borrower,  (vii) the  Borrower  dies,  dissolves,
terminates its existence,  becomes  insolvent or its business fails,  (viii) the
Borrower is a  corporation  or  partnership  and the  persons  owning the voting
control of the  Borrower  on the date hereof  cease to own such voting  control,
(ix) the value of the Collateral is reduced,  due- to the fault of the Borrower,
in a manner that imperils satisfaction of the Borrower's  obligations under this
Agreement Or the Note or (x) any lien, levy,  attachment or assessment is placed
on any Collateral, and the claim is not fully discharged and satisfied within 30
days of such filing of  recordation.  (xi) (i) the Borrower is in default in the
payment of any principal of or premium or  make-whole  amount or interest on any
debt of the Borrower that is outstanding in an aggregate  principal amount of at
least $100,000.00  beyond any period of grace provided with respect thereto,  or
the Borrower is in default in the  performance of or compliance with any term of
any evidence of any debt of the Borrower in an aggregate  outstanding  principal
amount of at least $100,000.00 or of any mortgage,  indenture or other agreement
relating  thereto or any other  condition  exists,  and as a consequence of such
default or condition such debt has become,  or has been declared (or one or more
persons are  entitled to declare  such debt to be),  due and payable  before its
stated maturity or before its regularly scheduled dates of payment, or (xii) the
Borrower fails to pay Arrow  Electronics,  Inc.'s invoices,  so that the average
days to pay from the date of invoice. is not greater than 45 days from 1/2/03 to
1/2/06, measured at the close of each fiscal month by Arrow Electronics, Inc.

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                                  Page 66 of 79

<PAGE>

     6.  Remedies Upon Event of Default.  If an Event of Default  (other than an
Event of Default described in Section 5(vi) above) shall occur and be continuing
the  obligation  of  the  Bank  to  make  additional  advances  hereunder  shall
terminate, and the Bank may declare the Note, with secured interest thereon, and
all  obligations of the Borrower under this Agreement to be immediately  due and
payable. If an Event of Default described in Section 5(vi) above shall occur and
be continuing the obligation of the Bank to make an additional advance hereunder
shall terminate automatically, and the Note and all accrued interest hereon, and
all other  obligations of the Borrower under this Agreement shall  automatically
become  immediately  due: and payable.  In addition,  if an Event of Default has
occurred  and is  continuing;  the Bank (i) may  exercise  any  other  rights or
remedies  available to it under this  Agreement,  the Note.  any other  document
executed by the  Borrower in  connection  with this  Agreement  Or as  otherwise
provided by law,  (ii) shall have all of the rights and remedies with respect to
the Collateral of a secured party under Article 9 of the Uniform Commercial Code
as in effect in the State of Georgia  (the "UCC")  (whether or not the UCC is in
effect in the jurisdiction  where the rights and remedies are asserted) and such
additional  rights and remedies to which a secured  party is entitled  under the
laws in effect in any jurisdiction  where any rights and remedies  hereunder may
be asserted and (iii) may,  upon 10 Business  Days' prior notice to the Borrower
of the time and place,  with respect to the Collateral or any part thereof which
shall then be or shall  thereafter come into the possession,  custody or control
of the Bank, sell, lease, assign or otherwise dispose of all or any part of such
Collateral,  at such place or places as the Bank deems best, and for cash or for
credit or for future  delivery  (without  thereby  assuming any credit risk), at
public or private sales; without demand of performance or notice of intention to
effect any such  disposition or of the time or place thereof (except such notice
as is required above or by applicable statute and cannot be waived).

     7. Release of Information. The Borrower authorizes the Bank to release such
information  about the Borrower and the Loan, the Note, or the Collateral as the
Bank  deems  necessary  or  appropriate,   including,  without  limitation,  any
financial  information  regarding the Borrower as the Bank may possess. The Bank
may assign the Loan, the Note and the  Collateral  therefor to any other person,
at any time, whether or not there has occurred an Event Default.

     8. Miscellaneous. No amendment or waiver of any provision of this Agreement
or the Note shall be effective unless the same shall be in writing and signed by
the  Bank,  and then such  waiver  or  consent  shall be  effective  only in the
specific  instance and for the specific purpose for which given.  THIS AGREEMENT
SHALL BE GOVERNED BY THE LAWS OF THE STATE OF GEORGIA.  In case any provision in
or  obligation  under this  Agreement  or the Note shall be invalid,  illegal or
unenforceable,  in whole or in part, in any jurisdiction, the validity, legality
and  enforceability  of the  remaining  provisions  or  obligations,  or of such
provision  or  obligation  in any  other  jurisdiction,  shall not in any way be
affected or impaired thereby. This Agreement shall bind and inure to the benefit
of the parties hereto and their respective legal representatives, successors and
assigns;  provided,  however,  that the  Borrower  may not  assign its rights or
Obligations under this Agreement or the Note. The Borrower acknowledges that the
Bank may assign its rights and obligations  under this Agreement and the Note to
any other party, without notice to or consent from the Borrower.  The rights and
remedies  herein  expressly  provided are  cumulative  and not  exclusive of any
rights or  remedies  which the Bank or the  holder of the Note  would  otherwise
have,  This Agreement may be executed in any number of  counterparts  and by the
different  parties  hereto  on  separate  counterparts,  each of  which  when so
executed and  delivered  shall be an original,  but all of which shall  together
constitute one and the same instrument.

     9. Notices. All notices and communications  provided for hereunder shall be
in writing,  delivered by hand or sent by  first-class,  registered or certified
mail, postage prepaid, to the addresses set forth on the signature pages hereto.
Either party may change its address for notice purposes by giving written notice
to the other party in the manner  specified above. Any notice given by U.S. mail
shall be deemed received on the third business day following deposit in the U.S.
mail addressed as set forth above.

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     10. Relations with Arrow Electronics, Inc. and its Affiliates. The Borrower
understands and acknowledges that in making the loan evidenced by this Agreement
and the Note to Borrower,  the Bank is relying on certain  agreements  with, and
the  credit  support  of,  Arrow  Electronics,  Inc.  (the  "Sponsor")  and  its
affiliates (the "Related Agreements").  The Sponsor or one of its affiliates has
induced the Bank to make this loan in connection therewith. The Bank may release
to the Sponsor and its affiliates  such  information  about the Borrower and the
loan evidenced  hereby as the Bank deems  necessary or  appropriate,  including,
without limitation, any financial information regarding the Borrower as the Bank
may  possess.  The  Bank  may  also  condition  its  agreement  to  any  waiver,
modification  or  amendment  with  respect  to  this  Agreement  or the  Note on
obtaining  the  Sponsor's  or its  affiliates'  prior  written  consent Upon the
occurrence  of any Event of Default  hereunder  or under the Note or event which
with  notice or lapse of lime or both may become an Event of  Default,  the Bank
may, without incurring any liability to the Borrower,  notify the Sponsor or its
affiliates  of such Event of Default  before  notifying  you. The Bank shall not
have any  liability to the Borrower as a result of any action taken or not taken
by the Bank with respect to the loan evidenced by this Agreement and the Note on
the instructions of the Sponsor or its affiliates.  The Bank may assign the Note
to the  Sponsor  or any  other  person,  at any time,  whether  or not there has
occurred an Event of Default under this Agreement or the Note.

     11. Closing Fee: Expenses of Loan Closing. The Borrower has agreed to pay a
closing  fee to the Bank in the amount of 1.00% of the  principal  amount of the
Term Loan or $22,000.00  (the "Closing Fee") and a $300.00 loan fee to cover the
Bank's  administrative  costs in funding the loan. The Borrower  agrees that the
closing  fee is a valid  administrative  cost  and not a  charge  for the use of
money.  The  Borrower  agrees that the Bank may deduct such closing fee from the
proceeds  hereof.  In addition,  the Borrower  shall  reimburse the Bank for any
out-of-pocket  expenses  incurred  by the  Bank  in  connection  with  the  loan
evidenced  hereby,  including without  limitation,  any documentary stamp tax or
other taxes levied or charged in  connection  with this  transaction,  any taxes
assessed  in  connection  with the filing of the  Financing  Statements  and any
Uniform  Commercial  Code search or other related costs or expenses  incurred by
the Bank.

     IN WITNESS WHEREOF,  the parties have executed this Agreement under seal as
of the day and year first above written.


Address for Notices:


IEC Electronics Corp.
105 Norton Street Newark, NY  14513

/s/W. Barry Gilbert
-------------------
W. Barry Gilbert Chairman


SunTrust Bank
303 Peachtree St., N.E. Atlanta. Gcorgia 30308
Attention: Center No. 1923


/s/SUNTRUST BANK
----------------
By:
Name:
Title:

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