EXHIBIT 99 a

  SUBORDINATED TERM NOTE


  $___________________
                                              Elk Grove Village, Illinois

  February __, 2000


  1.   FOR VALUE RECEIVED, Circuit Systems, Inc., an Illinois corporation
  ("Company"),  promises  to  pay  to  __________________  ("Payee"),  on
  February  __,  2005  (the  "Maturity  Date"),  the  principal  sum   of
  ______________________________ ($_________) or so  much thereof as  may
  be outstanding  on the  Maturity Date,  together with  interest on  the
  unpaid principal balance from time to time outstanding from the date of
  this Note until paid,  at the rate of  twelve percent (12%) per  annum.
  Interest shall be computed for the actual number of days elapsed on the
  basis of a year consisting of 360 days.

  2.   Payments.  Company will pay: (a) accrued interest in the amount of
  ________________ Dollars ($__________) on the first day of August 2000;
  (b) interest in quarterly installments of________ Dollars ($_______) on
  the first day of November 2000 and  on the first day of each  February,
  May, August, and November thereafter through the _____ day of  February
  2002; and (c) principal and interest in the amount of_________  Dollars
  ($_________) on the first  day of March  2002 and on  the first day  of
  each month thereafter  with a final  payment of  principal and  accrued
  interest in the amount of_____________________________________  Dollars
  ($_________)(together with all other  obligations due under this  Note)
  on the Maturity Date, unless sooner paid.

  3.   Default; Rate of  Interest.   Failure of  Company to  pay any  sum
  within fifteen (15) days of the  date such sum becomes due and  payable
  under this Note, including without limitation, interest or principal or
  both, and  either as  an installment  or on  the Maturity  Date,  shall
  constitute an event of default ("Default")  hereunder.  Upon and  after
  the occurrence  of a  Default, this  Note shall  bear interest  on  the
  principal amount outstanding from time to time at a rate (the  "Default
  Rate") equal to fifteen percent (15%) per annum until paid.

  4.   Acceleration. If Default  occurs in  any payment  of principal  or
  interest under this  Note, then the  entire principal  balance of  this
  Note then outstanding,  together with interest  accrued thereon,  shall
  become immediately due and payable without further demand or notice.

  5.   Prepayment.   Company  has  the right,  exercisable  in  its  sole
  discretion, to prepay,  in whole  or in  part, any  of the  obligations
  hereunder without penalty or premium, upon ten (10) days' prior  notice
  to Payee, subject  to the  conversion rights  set forth  herein.   Upon
  surrender of a Note that  is paid in part,  the Company shall issue  to
  Payee a new Note equal in principal amount of the unpaid portion of the
  Note surrendered.
<PAGE>
  6.   Conversion into Common Shares.  Payee may convert the  outstanding
  principal amount  of  this Note,  or  any portion  of  the  outstanding
  principal amount, into fully paid and nonassessable no par value common
  shares, of Company  ("Common Shares"), on  the following  terms at  any
  time after April 1, 2000 and prior to January 31, 2002:

       (a)  Conversion Rate.  As a  condition of the borrowing  evidenced
  hereby, Company hereby  grants a conversion  right to Payee  permitting
  the outstanding principal amount of this Note to be repaid, in whole or
  in part,  through conversion  into Common  Shares  in Company,  or  its
  successor, at  a rate  equal to  $1.00 multiplied  by a  fraction,  the
  numerator of which is the principal amount of this Note to be converted
  and the denominator is the  lower of:  (a)  $1.00; and (b) the  average
  closing price for the common shares of Company for the ten (10) trading
  days that the  Common Shares actually  traded preceding  the date  upon
  which any Notice  of Conversion (hereinafter  defined) is delivered  to
  the Company  ("Conversion  Rate").    Common  Shares  issued  upon  any
  exercise of conversion  rights will  be unregistered  common shares  in
  Company, or its successor.  Payee  may exercise conversion rights  upon
  ten (10) days' prior written notice ("Notice of Conversion") to Company
  after April 1, 2000 and at any time prior to January 31, 2002.

       (b)  Manner of  Conversion.   To convert  this Note,  Payee  shall
  surrender this  Note to  Company, accompanied  by  a signed  Notice  of
  Conversion delivered  to Company.   If  less  than the  full  principal
  amount of this Note is to be converted, a new Note shall be issued  for
  the unconverted principal  amount.  As  soon as  practicable after  the
  surrender of this  Note, the Company  shall issue and  deliver:  (i)  a
  certificate  for  the  number  of  full  Common  Shares  issuable  upon
  conversion; and (ii)  cash as provided  in Section 6(d)  below for  any
  fraction of  a Common  Share which  would  otherwise be  issuable  upon
  conversion.

       (c)  Adjustment for Interest.    No adjustment or allowance  shall
  be made for interest on the  principal amount of this Note  surrendered
  for conversion, except that upon conversion interest accrued but unpaid
  on the amount surrendered for conversion shall be paid in cash.

       (d)  Fractional Shares.   No  fractional  Common Shares  shall  be
  issued upon conversion of this Note.   In place of a fractional  share,
  Company shall pay  Payee of this  Note a dollar   amount  equal to  the
  Conversion Rate of the fractional share.

       (e)  Merger.    In case Company  shall be  consolidated or  merged
  with another company, or substantially all of its assets shall be  sold
  to another company in exchange for stock with the view to  distributing
  such stock to  its stockholders, each  share of stock  into which  this
  Note is convertible shall  be replaced for the  purposes hereof by  the
  securities or  property issuable  or distributable  in respect  of  one
  share of Common  stock of Company  upon such  consolidation, merger  or
  sale, and adequate provision to that  effect shall be made at the  time
  thereof.  Company  will provide  Payee at  least five  (5) days'  prior
  written notice of any event described in this Subsection 6(e).
<PAGE>
       (f)  Reservation of Common Shares.  The Company shall take or  has
  taken all steps  necessary to reserve  a number of  its authorized  but
  unissued Common Shares sufficient for issuance upon conversion of  this
  Note pursuant to this Section 6.

  7.   Security.  This Note is unsecured.

  8.   Attorneys' Fees and Expenses.  If,  at any time or times, after  a
  Default  occurs,   Payee   employs   counsel  for   advice   or   other
  representation or  incurs  legal and/or  other  costs and  expenses  in
  connection with  any attempt  to enforce  any rights  of Payee  against
  Company under this Note, then, in such event, the reasonable attorneys'
  fees arising from such services  and all reasonably incurred  expenses,
  costs, charges, and  other fees of  such counsel or  of Payee shall  be
  payable on demand by Company to Payee.

  9.   No Waiver.  Payee's  failure, at any time  or times hereafter,  to
  require strict performance  by Company of  any provision  of this  Note
  shall not constitute a waiver, or affect or diminish any right of Payee
  thereafter to demand strict performance by Company  under this Note nor
  shall any  such failure  constitute a  waiver of  or affect  any  other
  default by Company under this Note.

  10.  Waivers by Company.  Presentment, notice of dishonor, and  protest
  are hereby waived  by all  makers, sureties,  guarantors and  endorsers
  hereof.

  11.  Binding Nature.  This Note shall be binding upon and inure to  the
  benefit of the successors and assigns of Company and also the  personal
  representatives of Payee.

  12.  Notices.    All  notices  or  other  communications  required   or
  permitted hereunder  shall be  in writing  and shall  be deemed  given,
  delivered, and received:

       (a)  when delivered,  if  delivered  personally  by  a  commercial
  messenger delivery service with verification of delivery;

       (b)  two (2)  days  after  mailing, when  sent  by  registered  or
  certified mail, return receipt requested, and postage prepaid;

       (c)  one business day after delivery to a private courier service,
  when delivered  to  a  private  courier  service  providing  documented
  overnight service;

       (d)  on the  date  of  delivery  if  delivered  by  facsimile  and
  electronically confirmed before 5:00  p.m. (Chicago, Illinois time)  on
  any business day; or
<PAGE>
       (e)  on the  next  business  day if  delivered  by  facsimile  and
  electronically confirmed  either after  5:00 p.m.   (Chicago,  Illinois
  time) or on a non-business day, in each case addressed as follows:

       If to Payee:        The last address as recorded
                           on the books and records of Company

       If to Company:      Mr. James E. Robbs
                           Vice President and Chief Financial Officer
                           Circuit Systems, Inc.
                           2400 East Lunt Avenue
                           Elk Grove Village, Illinois  60007
                           Telephone:     847- 439-1999
                           Facsimile:     847- 439-2093

       With a copy to:     Thomas W. Rieck, Esq.
                           Rieck and Crotty, P.C.
                           55 West Monroe Street - Suite 3390
                           Chicago, Illinois  60603
                           Telephone:     312-726-4646
                           Facsimile:     312-726-0647

  or to such other address or addresses as may hereafter by specified  by
  notice given by any of the above to the others.

  13.  Subordination.  THIS NOTE IS SUBJECT  TO THE TERMS AND  CONDITIONS
  OF A CERTAIN  SUBORDINATION AGREEMENT DATED AS OF EVEN DATE HEREWITH BY
  AND BETWEEN COMPANY, PAYEE,  AND LASALLE NATIONAL BANK  ("SUBORDINATION
  AGREEMENT"), THE TERMS AND CONDITIONS OF WHICH ARE  INCORPORATED HEREIN
  BY THIS REFERENCE  THERETO.  NOTWITHSTANDING  ANYTHING TO THE  CONTRARY
  CONTAINED IN  THIS  NOTE, NO  PAYMENT  ON ACCOUNT  OF  THE  OBLIGATIONS
  HEREUNDER, WHETHER OF PRINCIPAL, INTEREST  OR OTHERWISE, WILL BE  MADE,
  PAID, RECEIVED OR  ACCEPTED, EXCEPT IN  ACCORDANCE WITH  THE TERMS  AND
  CONDITIONS OF THE SUBORDINATION AGREEMENT.

  14.  Securities Law Restrictions.   Neither this  Note, nor the  Common
  Shares issuable upon conversion of this Note, have been registered  for
  sale under the Securities Act of 1933, and neither this Note, nor those
  Common Shares, nor any  interest in this Note  or those Common  Shares,
  may be sold, offered for sale, pledged or otherwise disposed of without
  compliance  with   applicable   securities  laws   including,   without
  limitation, an  effective  registration statement  related  thereto  or
  delivery of an opinion of counsel reasonably acceptable to Company that
  such registration is not required under the Securities Act of 1933.
<PAGE>
  15.  Governing Law.    This  Note shall be enforced in accordance  with
  the laws of the State of Illinois and shall be construed in  accordance
  therewith.  The parties  hereto agree that  all actions or  proceedings
  arising in  connection with  this Note  shall  be tried  and  litigated
  exclusively in the State  and Federal courts located  in the County  of
  Cook, State  of  Illinois.   The  aforementioned  choice  of  venue  is
  intended by the parties to be  mandatory and not permissive in  nature,
  thereby precluding in the possibility of litigation between the parties
  with respect to or arising out  of this Note in any jurisdiction  other
  than that specified in this Section  15.  Each party hereby waives  any
  right it may  have to assert  the doctrine of  forum non conveniens  or
  similar doctrine or to object to  venue with respect to any  proceeding
  brought in accordance  with this Section  15, and  stipulates that  the
  State and  Federal courts  located  in the  County  of Cook,  State  of
  Illinois shall have  in personam jurisdiction  and venue  over each  of
  them for  the  purpose  of  litigating  any  dispute,  controversy,  or
  proceeding arising out of  or related to this  Note. Each party  hereby
  authorizes and accepts service of process sufficient for personal mail,
  return receipt  requested,  postage prepaid,  to  its address  for  the
  giving of  notices as  set forth  in  this Note.   Any  final  judgment
  rendered  against  a  party  in  any  action  of  proceeding  shall  be
  conclusive as to the subject of such final judgment and may be enforced
  in other jurisdictions in any manner provided by law.

                                     Circuit Systems, Inc.

                                     By:
                                     ________________________________
                                     James E. Robbs, Vice President and
                                     Chief Financial Officer
<PAGE>

                        NOTICE OF CONVERSION


            The undersigned irrevocably exercises  the option to  convert
  $___________ in  aggregate  principal amount  outstanding  and  payable
  under that  Subordinated  Term  Note  dated  ________________  ("Note")
  issued by Circuit Systems, Inc. ("Company") in favor of the undersigned
  into Common Shares in accordance with the terms of the Note and directs
  that the Common Shares issuable on  conversion be issued and  delivered
  to the undersigned.


  Dated: __________________

                                _______________________________________