ARTICLE I TERMS OF THE MERGER		2
1.1	The Offer	2
1.2	Company Actions	3
1.3	Directors of the Company	4
1.4	The Merger	6
1.5	The Closing, Effective Time	6
1.6	Conversion of Securities	6
1.7	Tender of and Payment For Certificates	7
1.8	Options	8
1.9	Dissenting Shares	9
1.10	Articles of Organization and Bylaws	10
1.11	Directors and Officers	10
1.12	Other Effects of Merger	10
1.13	Additional Actions	10

ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY		11
2.1	Due Organization and Good Standing	11
2.2	Capitalization	12
2.3	Authorization, Binding Agreement	13
2.4	Governmental Approvals	13
2.5	No Violations	14
2.6	SEC Filings, Company Financial Statements	14
2.7	Absence of Certain Changes	16
2.8	Absence of Undisclosed Liabilities	17
2.9	Permits / Compliance with Law	17
2.10	Litigation	17
2.11	Material Contracts	18
2.12	Intellectual Property	18
2.13	Employee Benefit Plans	18
2.14	Taxes and Returns	20
2.15	Finders and Investment Banker	21
2.16	Fairness Opinion	21
2.17	Vote Required All Necessary Actions	22
2.18	Environmental Matters	22
2.19	Schedule 14D-9; Offer Documents; and Proxy Statement	23
2.20	Affiliate Transactions	23
2.21	Customers	23

ARTICLE III REPRESENTATIONS AND WARRANTIES OF PURCHASER		24
3.1	Due Organization and Good Standing	24
3.2	Authorization; Binding Agreement	24
3.3	Governmental Approvals	24
3.4	No Violations	25
3.5	Finders and Investment Bankers	25
3.6	Disclosures	25
3.7	Financing	26

3.8	Litigation	26
3.9	No Prior Activities	26

ARTICLE IV ADDITIONAL COVENANTS OF THE COMPANY		26
4.1	Conduct of Business of the Company	26
4.2	Notification of Certain Matters	29
4.3	Access and Information	30
4.4	Special Meeting; Proxy Statement	30
4.5	Reasonable Best Efforts	31
4.6	Public Announcements	31
4.7	State Takeover Laws	32
4.8	No Solicitation	32

ARTICLE V ADDITIONAL COVENANTS OF PURCHASER		34
5.1	Notification of Certain Matters	34
5.2	Reasonable Efforts	34
5.3	Public Announcements	35
5.4	Indemnification	35
5.5	Employee Matters	36

ARTICLE VI CONDITIONS		37
6.1	Conditions To Each Partys Obligations	37
6.2	Frustration of Conditions	37

ARTICLE VII TERMINATION AND ABANDONMENT		38
7.1	Termination	38
7.2	Effect of Termination	39
7.3	Termination Fee	39

ARTICLE VIII MISCELLANEOUS		40
8.1	Confidentiality	40
8.2	Amendment and Modification	40
8.3	Waiver of Compliance; Consents	40
8.4	Survival	41
8.5	Notices	41
8.6	Binding Effect; Assignment	42
8.7	Obligations of Purchaser	42
8.8	Governing Law	42
8.9	Counterparts	42
8.10	Interpretation	43
8.11	Entire Agreement	43
8.12	Severability	43
8.13	Specific Performance	44
8.14	Attorneys Fees	44
8.15	Third Parties	44
8.16	Jurisdiction	44
8.17	Waiver of Jury Trial	44

AGREEMENT AND PLAN OF MERGER

This Agreement and Plan of Merger (this Agreement) is made and entered into as of May 14, 2007, by and among Linear LLC, a California limited liability company (Purchaser), Acquisition Sub 2007-2, Inc., a Massachusetts corporation and wholly-owned Subsidiary of Purchaser (Merger Sub), and, solely for purposes of Section 8.7 hereof, Nortek, Inc., a Delaware corporation (Owner), and International Electronics, Inc., a Massachusetts corporation (the Company).

WITNESSETH:

A. The respective Boards of Directors or other governing body or entity of each of Merger Sub, Purchaser and the Company deem it advisable that Purchaser acquire the Company upon the terms and subject to the conditions provided for in this Agreement.

B. On the terms and subject to the conditions set forth herein, Purchaser has agreed to commence a tender offer (the Offer) to purchase all outstanding common stock, par value $0.01 per share (the Shares), of the Company, at a price of $6.65 per Share, in cash without interest (such price, or any higher price as may be paid in the Offer in accordance with this Agreement, the Offer Price).

C. The Board of Directors of the Company (the Board) has unanimously approved the Agreement, the Offer and the Merger (as defined below), and such approval is sufficient to render inapplicable to this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement the provisions of Chapters 110C, 110D and 110F of the Massachusetts General Law (the MGL) such that said provisions will not apply to this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement.

D. The Board of Directors or other governing body or entity of each of Purchaser (on its own behalf and as the sole stockholder of Merger Sub), Merger Sub and the Company have each approved this Agreement and the merger of Merger Sub with and into the Company (the Merger), with the Company continuing as the surviving corporation in the Merger in accordance with the Massachusetts Business Corporation Act (MBCA) and, in each such case, upon the terms and conditions set forth in this Agreement.

E. Concurrently with the execution and delivery of this Agreement and as a condition and inducement to Purchasers willingness to enter into this Agreement, Purchaser and John Waldstein are entering into a Tender and Support Agreement in the form attached hereto as Exhibit A and certain other executive officers of the Company are entering into a Tender and Support Agreement in the form attached hereto as Exhibit B (together, the Tender and Support Agreements) pursuant to which such persons are agreeing to take certain actions to support the transactions contemplated by this Agreement.

NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement and intending to be legally bound hereby, the parties hereto agree as follows:

ARTICLE I
TERMS OF THE MERGER

1.1 The Offer.

(a) Provided that this Agreement shall not have been terminated in accordance with Section 7.1, as promptly as practicable after the date hereof, but in any event within ten business days after the date of this Agreement, Merger Sub shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the Exchange Act)) the Offer for all of the Shares for consideration per Share consisting of the Offer Price, subject to reduction only for applicable federal back-up withholding or stock transfer taxes payable by the sellers of such Shares. The date on which Merger Sub commences the Offer, within the meaning of Rule 14d-2 under the Exchange Act, is referred to in this Agreement as the Offer Commencement Date.

(b) As promptly as practicable on the later of (i) the earliest date as of which Merger Sub is permitted under applicable Laws to accept for payment Shares tendered pursuant to the Offer, and (ii) the earliest date as of which each of the conditions set forth in Annex A hereto (the Offer Conditions) shall have been satisfied or waived, Merger Sub shall (and Purchaser shall cause Merger Sub to) accept for payment all Shares tendered pursuant to the Offer (and not validly withdrawn) (the date of acceptance for payment, the Acceptance Date). The obligation of Merger Sub to accept for payment and to pay for any Shares validly tendered and not withdrawn prior to the expiration of the Offer (as it may be extended in accordance with the requirements of this Agreement) shall be subject only to the satisfaction or waiver of the Offer Conditions (and shall not be subject to any other conditions). As promptly as is commercially and reasonably practicable after the Acceptance Date, Merger Sub shall pay for such Shares.

(c) Merger Sub expressly reserves the right to waive any of the conditions set forth in Annex A, to increase the Offer Price and to make any other changes in the terms of the Offer; provided, however, that Merger Sub shall not, and Purchaser shall cause Merger Sub not to, (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) decrease the number of Shares sought in the Offer, (iv) impose additional conditions to the Offer, (v) extend the Offer beyond the Expiration Date (except to the extent required by Section 1.1(d) hereof), (vi) purchase any Shares pursuant to the Offer that when added to Shares owned by Purchaser and its Affiliates would represent less than the Minimum Condition or (vii) amend any other term or condition of the Offer in any manner adverse to the holders of the Shares, in each case without the prior written consent of the Company (such consent to be authorized by the Board or a duly authorized committee thereof).

(d) Unless extended as provided in this Agreement, the Offer shall expire on the date (the Expiration Date) that is 20 business days (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) after the Offer Commencement Date. If, at any scheduled expiration of the Offer, any of the conditions to Merger Subs obligation to accept Shares for payment (including, without limitation, the Minimum Condition) shall not be satisfied or waived, Merger Sub shall, and Purchaser shall cause Merger Sub to, extend the Offer beyond the then applicable expiration date thereof for a time period ending no later than the Outside Date and reasonably necessary to permit such condition to be satisfied in increments of not more than ten business days each.

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A. The respective Boards of Directors or other governing body or entity of each of Merger Sub, Purchaser and the Company deem it advisable that Purchaser acquire the Company upon the terms and subject to the conditions provided for in this Agreement.

ARTICLE ITERMS OF THE MERGER

1.1 The Offer.

ARTICLE I
TERMS OF THE MERGER