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                                                                 EXHIBIT 10.9


February 6, 1997


Mr. Michael Bayles
4130 Grand Ave.
Western Springs, IL 60558


Dear Michael:

We are pleased to formally offer you the position of President and Chief
Operating Officer of M-Wave, Inc. (the "Company"), beginning effective February
10, 1997 (the "Effective Date"). The following is intended to set forth the
terms and conditions of your employment with the Company:

1.   Duties:
   


              You will have full authority over the administration and business 
              operations of the Company as described in the attached position   
              description, and such other duties as may be delegated to you by  
              the Board of Directors. You will work with the Chairman and Chief 
              Executive Officer, and will report directly to the Board of       
              Directors.                                                        
                                                                                
              Effective February 10, 1997, you agree to devote your entire      
              business time, energy and skills to the affairs of the Company and
              its subsidiaries and affiliated businesses, if any, and to the    
              promotion of their interests. You may, with the approval of the   
              Board of Directors, serve as a director of other corporations.    

2.   Compensation:
    

Your salary and bonus will be reviewed annually by the Board of Directors.

(a)  Salary:  Your annual base salary will be $190,000 ("Base Salary").  Annual 
              base salary will be earned beginning on February 10, 1997 and 
              will be determined on a calendar year basis.

(b)  Bonus:   If you remain employed until February 3, 1998, you will receive a 
              signing bonus on that date equal  to $47,500.  In addition, you 
              will be entitled to an annual target bonus of up to 50% of Base 
              Salary (for 1997, up to   25% of Base Salary). Specific bonus
              awards will be determined under a bonus plan tied to the target 
              annual net income of the Company and for each year, will be paid 
              within 60 days following the receipt of audited financial 
              statements for such year.  If your employment is terminated by 
              the Company for any reason other than Cause, (as defined in Item 
              4) or if you die or become disabled (as defined below), you will 
              receive a portion of the bonus equal to the amount that would be 
              payable as a bonus based upon the actual annual net income for 
              the year in which your termination occurs (or such other target 
              as may be established for the bonus plan for such year) 
              multiplied by a fraction, the numerator of which is the number of
              calendar months in the year during which you were employed 
              (rounded to the nearest whole month), and the denominator of 
              which is 12. No bonus will be paid with respect to any year in
              which your employment terminates for Cause, or in which you
              resign.

              (i)For calendar year 1997, the bonus award will be tied to net
              income based upon the existing business plan as described below:

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<TABLE>
<CAPTION>
            --------------------------------------
                                 TARGET           
            NET        % TARGET  AWARD AS  BONUS  
            INCOME     INCOME    % SALARY  AWARD  
            --------   --------  --------  -------  
           <S>        <C>       <C>       <C>     
            $760,000   80%        5%        $9,500 
            $855,000   90%       15%       $28,000
            $950,000   100%      25%       $47,000
            --------------------------------------
</TABLE>

            If Net Income for the year falls between $760,000 and $855,000 or
            between $855,000 and $950,000, the amount of your bonus will be
            computed using linear interpolation. For example, if Net Income is
            $800,000, your bonus award would be $17,500.

            If Net Income exceeds $950,000, you will receive additional
            incentive compensation at a rate of 5 % of the Net Income in excess
            of $950,000 For example, if Net Income for 1997 is $1.95 million
            ($1.0 million above $950,000), you will receive incremental
            incentive compensation of $50,000 for a total award (including your
            signing bonus) of $145,000.

            (ii) For subsequent years the annual bonus targets will be
            determined by the Compensation Committee of the Board of Directors
            not later than 90 days following the first day of the calendar year
            with respect to which the bonus is payable

(c) Fringe Benefits:
            you will be entitled to participate in the benefit programs
            currently available to senior management employees of the Company,
            or which are made available to such employees by the Board of
            Directors. Currently, senior management employees may participate
            in the Company's 401(k) plan, and receive health insurance coverage
            and disability insurance coverage. In addition, you will be
            entitled to 5 paid vacation days and six personal absence days per
            year.
(d) Death or Disability:
            If you should die while employed or have a termination of
            employment due to disability, any salary and bonus which has been
            earned but remains unpaid as of the date of death or termination
            due to disability (including bonus, if any, earned with respect to
            the calendar year ending immediately prior to the date of your
            death or termination) will be paid to you or your designated
            beneficiary. All other benefits will terminate on the date of your
            death or termination due to disability

            Disability shall mean your inability to perform the essential
            functions of your job, with or without reasonable accommodation.

3. Equity Ownership:

(a)  Stock Options:
            (i) Amount. The Company will recommend to the Compensation
            Committee that you be granted stock options with respect to 210,000
            shares of the Company's common stock ("Stock")

            (ii) Price. The Company will further recommend to the Compensation
            Committee that the options be exercisable in three blocks as
            follows: 50,000 of the options will be exercisable at a price equal
            to the fair market value of the Stock on the date of grant; 70,000
            of the options will be exercisable at a price of $7.50 per share,
            and 90,000 of the options will be exercisable at a price of $10.00
            per share




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            (iii) Vesting. The options will vest as follows: 40% of each block
            of options will vest on the first anniversary of the Effective
            Date; 35 % of each block will vest on the second anniversary of the
            Effective Date and the remaining 25 % of each block will vest on
            the third anniversary of the Effective Date Vesting will accelerate
            upon a Change of Control, as defined in the Company's 1992 Stock
            Option Plan, as amended from time to time.

            (iv) Differential Payment. If the fair market value of Stock on the
            grant date exceeds $2.75, then upon exercise of the first block of
            options (i.e. the 50,000 with respect to which the exercise price
            is the fair market value on the grant date), the Company will pay
            you , on a per share basis in cash, the difference, if any, between
            the fair market value of the Stock on the date of grant and $2.75.


(b)  Investment:
            You agree that upon the Effective Date, you will purchase Stock
            with a value of at least $50,000, based upon the then fair market
            value of such Stock. The purchase price, plus interest, of the
            Stock will be payable to the Company no later than 90 days after
            the Effective Date in accordance with the terms of a demand note
            that you will enter into with the Company.

(c)  Shareholder Terms:

            (i) Repurchase Rights for Shares Acquired by Option Exercise. If
            you resign or your employment is terminated for Cause (as defined
            in Item 4, below) or for Underperformance (as defined in this
            paragraph), the Company will be entitled to repurchase any Stock
            you own on the date of termination up to the number of shares of
            Stock received by you upon the exercise of your options at the
            exercise price for such options, and any unexercised options will
            be cancelled as of the termination date. If your employment is
            terminated for any other reason, (i) the Company will be entitled
            to repurchase any Stock you own on the date of termination up to
            the number of shares of Stock received by you upon the exercise
            of your options at the fair market value (as defined in the
            Company's 1992 Stock Option Plan) of such Stock on such date, and
            (ii) the Company will be entitled to cash out any options granted
            to you which have vested by such date at a price equal to the
            difference between the fair market value (as defined in the
            Company's 1992 Stock Option Plan) of the Stock with respect to
            which the options are granted on the date of termination and the
            exercise price for such options. Underperformance means your
            failure to perform consistent with the duties and responsibilities 
            of your position.

            (ii) Repurchase Rights for Other Stock. If your employment is
            terminated for any reason, the Company will be entitled to
            repurchase any other Stock you own as of the termination date at
            the fair market value (as defined in the Company's 1992 Stock
            Option Plan) of such Stock on such date.


            (iii) Tag-Along and Drag-Along. In the event that First Chicago
            and I sell all or substantially all of  our Stock in a single
            transaction or related transactions, then we will use our good
            faith efforts to include you in the sale upon the same terms and
            conditions. In the event that First Chicago and I, propose to
            sell all of our Stock in a single transaction or related
            transactions, then upon reasonable notice you shall sell all of
            your Stock in such sale upon the same terms and conditions.



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4.Termination:

            Your employment, and this letter agreement, will terminate on the
            first to occur of (i) your death? (ii) your disability, or (iii)
            your termination of employment for any reason. If your employment
            terminates due to death or disability, you will be entitled to
            the benefits described in paragraph 2(d) above. If your
            employment terminates for any reason other than death or
            disability, you will be entitled to, and the Company's sole
            obligation will be to provide you with, the followings

            (A)Termination by the Company in its sole discretion for Cause,     
            where Cause means: (I) your commission of any felony or other crime 
            involving dishonesty, fraud or moral turpitude, (II) your habitual  
            negligence in the performance of your duties (not including bad     
            judgment or negligence other than habitual neglect of such duties), 
            or (III) your engagement in conduct which is injurious to the       
            Company, monetarily or otherwise; in which case you will be entitled
            to receive all amounts and benefits accrued to the date of such     
            termination, but no further benefits will accrue;                   
                                                                                
            (B) Termination by the Company in its sole discretion without
            Cause, in which case the Company will continue to pay you your Base
            Salary and health insurance premiums for six months, or if earlier,
            until the date you obtain alternative employment; or

            C) Your resignation, with respect to which you agree to provide the
            Company no less than 60 days' advance notice, and in which case,
            you will be entitled to receive all amounts and benefits accrued to
            the date of such termination, but no further benefits will accrue.

5. Non-Competition/Non-Solicitation:

(a)         You agree that for a period of two years following the date that 
            your employment terminates in accordance with the terms hereof (the
            "Non-Competition period"), you will not enter into or engage in or 
            be connected with or engage to work for any individual, firm or 
            corporation which is engaged in or corrected with any business 
            which is in competition with the Company in the continental United 
            States or any other country in which the Company is doing business 
            or is reasonably expected to do business, unless you obtain the 
            express written approval of the Board of Directors after full 
            disclosure of the nature of the intended arrangement.

(b)         You further agree that during the Non-Competition Period, you will 
            not (a) encourage any employee of the Company or any of its 
            subsidiaries to leave his employment with the Company or 
            subsidiary, or (b) solicit any customers of the Company or any of 
            its subsidiaries.

(c)         You agree not to disclose either during the period of your 
            employment or at any time thereafter to any person, Firm, or 
            corporation any information that the Company desires to protect and 
            keep secret and confidential concerning the business or affairs of 
            the Company which you may have acquired in the course of, or 
            incident to, your employment for your own benefit or to the 
            detriment or intended detriment of the Company

6. Entire Agreement:

            This letter agreement constitutes the entire agreement between
            you and the Company with respect to the terms and conditions of
            your employment by the Company, and supersedes all prior oral or
            written proposals, negotiations, representations, communications,
            writings, and agreements between you and the Company.



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Michael, we believe you possess the unique combination of business and
interpersonal skills that will allow you to make a substantial contribution to
M-Wave, and look forward to a mutually satisfying and rewarding partnership.
Please indicate your acceptance of our offer by signing and dating this letter
agreement below, and return it to me at your earliest convenience.

Sincerely,



Joseph A. Turek
Chief Executive Officer





Accepted this 10 day of February, 1997



__________________________________
Michael Bayles


















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