EXHIBIT 99.C

                           EMPLOYMENT AGREEMENT


       This EMPLOYMENT AGREEMENT, dated as of  the 11th  day of  February
  2000, is between  Circuit Systems, Inc.,  an Illinois corporation  (the
  "Company"), and Tribhovan M. Patel ("Patel").

       WHEREAS, the Company is experiencing operational difficulties  and
  desires to retain  Patel in an  executive capacity for  the  period and
  upon the  other terms  and conditions  herein  provided to  assist  the
  Company in its rehabilitative effort; and

       WHEREAS, Patel is willing to be  employed by the Company  pursuant
  to the terms and conditions of this Agreement, and understands that one
  of his  missions  as  an  executive employee  will  be  to  reduce  the
  Company's operating costs and/or increase revenues so as to "cover" the
  Compensation and Benefits provided for herein.

       NOW, THEREFORE,  in  consideration  of the  premises,  the  mutual
  covenants and  obligations herein  contained, and  for other  good  and
  valuable consideration, the receipt, adequacy, and sufficiency of which
  are hereby  acknowledged, the  parties hereto  do hereby  covenant  and
  agree as follows:

  1.   EMPLOYMENT

       1.1   Position.  The Company hereby confirms Patel's employment as
  its Executive Vice President and Chief Operating Officer.

       1.2  Duties.    Patel's  duties  will  include  all  those  duties
  customarily associated with  the position of  Executive Vice  President
  and Chief Operating  Officer in an  emerging growth company,  including
  those  duties that require  the performance of policy-making  functions
  as contemplated by Rule 3b-7 of the Securities Exchange Act of 1934, as
  amended  (the  "Exchange  Act").    Such  duties  shall  also   include
  management of all  functions and facilities required of and  maintained
  by  the  Company  and  its  subsidiaries.    Patel  agrees  to   devote
  substantially his entire business time and attention to the performance
  of his duties hereunder and to serve the Company diligently and to  the
  best of his abilities.  Notwithstanding the foregoing, Patel shall have
  the continuing right (a) to make passive investments in the  securities
  of any  publicly-owned  corporation,  (b) to  make  any  other  passive
  investments with respect to which he  is not obligated or required  to,
  and does not in  fact, devote any  substantial managerial efforts  that
  interfere with the fulfillment of his  duties to the Company; and,  (c)
  subject to  the  prior  written approval  of  the  Company's  Board  of
  Directors (the "Board  of Directors"),  to serve  as a  director of  or
  consultant to other companies and entities.

  2.   COMPENSATION AND BENEFITS

       2.1  Base Annual  Salary.   The Company  shall  pay Patel  a  base
  annual salary  of  $420,000  (the "Base  Annual  Salary")  periodically
  throughout the year, commencing the date hereof, in accordance with its
  customary payroll practices, as modified from time to time, subject  to
  all payroll and withholding deductions required by applicable law.
<PAGE>
       2.2  Cash Bonuses; Other Incentive  Compensation.  Subject to  the
  satisfaction of such criteria and the achievement of such objectives as
  the Compensation Committee  of the  Board of  Directors may  establish,
  Patel  may  receive  additional   cash  bonuses  and  other   incentive
  compensation (including stock options).

       2.3  Other Benefits.   Patel shall be  entitled to other  benefits
  and perquisites no less favorable than those provided to the  Company's
  employees generally, as such benefits  and perquisites may be  modified
  from time to time in the Company's discretion.  Such benefits shall  in
  all events include health  insurance, a 401(k)  plan and paid  holidays
  annually.  Such perquisites shall in all events include three weeks  of
  vacation annually, disability insurance and group term life  insurance.
  The  Company shall pay Patel compensation in accordance with  paragraph
  2.1 hereof in the  event Patel does not  take his full vacation  during
  any calendar.    To  assist  with  the  business  travel  essential  to
  conducting business in  the Metropolitan Chicago  area, throughout  the
  term of this Agreement the Company  will provide Patel with a  company-
  acquired and -maintained  automobile.  All  expenses incidental to  the
  personal use of the automobile shall be borne by Patel.

       2.4  Expense Reimbursement.   Patel  shall  be reimbursed  by  the
  Company  for  his   reasonable  out-of-pocket   business  expenses   in
  accordance  with  the  Company's  established  policies  applicable  to
  executive officers generally.   The Company  shall reimburse Patel  for
  his temporary living expenses and travel expenses to and from Elk Grove
  Village, Illinois  until such  time as  Patel relocates  his  principal
  place of  residence  near  the  Company's  headquarters  in  Elk  Grove
  Village, Illinois. In  addition, the Company  will reimburse Patel  for
  all expenses related to legal, tax and financial advice, not to  exceed
  37,500 in the aggregate over the Term of this Agreement.

       2.5   Insurance.   The Company  will pay an  annual premium for  a
  $5,000,000 life insurance policy to be owned by Patel.

  3.   TERM

       3.1  Term.  The term of the Executive's employment hereunder shall
  be the period of  twelve (12) months commencing  as of the date  hereof
  and expiring on January 31, 2001 (the "Term").  The term of Executive's
  employment hereunder  shall,  in  any  event,  be  subject  to  earlier
  termination as provided in paragraph 4 hereof.

  4.   TERMINATION AND SEVERANCE PAY

       4.1  At Will. Patel  and the  Company acknowledge  and agree  that
  Patel's employment with  the Company is  "at will" during  the term  of
  this Agreement.   Accordingly, either  party (and  in the  case of  the
  Company, only  by  the  Board of  Directors)    may  terminate  Patel's
  employment by the Company, with or  without cause, in which case  Patel
  shall have no  claim for lost  wages, although  termination of  Patel's
  employment shall  be  subject  to the  terms  and  conditions  of  this
  Agreement regarding severance pay, benefits and other obligations.

       4.2  Voluntary Resignation.  In the event that Patel's  employment
  with the Company terminates as a  result of his voluntary  resignation,
  Patel shall be entitled to no severance pay or benefits.
<PAGE>
       4.3  Involuntary Termination.

            (a)  Severance Pay.   In  the event  that Patel's  employment
  with the Company is not extended by the Company upon the expiration  of
  the Term of this Agreement, Patel shall be entitled to severance pay in
  the form of continuation of Base Annual Salary for six (6) months  from
  the expiration of the Term of this Agreement. In the event that Patel's
  employment with the Company is terminated by the Company For Just Cause
  (as defined in Section 4.3(c) hereof),  Patel shall not be entitled  to
  severance pay or benefits.  In  the event that Patel's employment  with
  the Company is  terminated by  the Company  other than  for Just  Cause
  prior to the expiration of the  Term of this Agreement, Patel shall  be
  entitled to severance pay  in the form of  continuation of Base  Annual
  Salary for the remainder of the  Term and an additional six (6)  months
  after the expiration of the Term. Patel shall have no duty to  mitigate
  such payments by  seeking or accepting  other employment;  accordingly,
  such payments shall not be reduced due to receipt of other compensation
  from such other  employment as  he may obtain  during the  term of  his
  severance payments.

            (b)  Additional  Benefits.    In   the  event  that   Patel's
  employment with the Company is terminated by the Company other than For
  Just Cause, Patel shall be entitled  to continue to participate in  the
  Company's employee benefit  programs as and  to the extent  theretofore
  made available to  him pursuant to  Section 2.4 above.   Such  benefits
  shall be  continued at  no  additional cost  to  Patel, except  to  the
  extent, if any,  that tax laws  require the inclusion  of the value  of
  such benefits in his  gross income.  Such  benefits shall continue  for
  the benefit  of  Patel for  the  entire  period of  his  severance  pay
  continuation as provided in  Section 4.3(a) above,  in the same  manner
  and at  the  same level  as  in  effect immediately  prior  to  Patel's
  termination.

            (c)  For Just Cause.   For  purposes of  this Agreement,  the
  term "For Just Cause" shall mean any termination of employment of Patel
  for one or more of the following reasons:  (i) the substantial  failure
  by Patel to comply with a lawful, written instruction of the  Company's
  Board of Directors, which instruction is consistent with his duties  as
  elsewhere provided in this  Agreement, which failure continues  without
  interruption for the 30 days  immediately following Patel's receipt  of
  such instruction; (ii) the substantial and continuing failure of  Patel
  to render vital service  to the Company in  execution of his  essential
  duties, as determined  by the  Board of  Directors in  good faith  with
  reference to Patel's employment agreement then in effect, after  giving
  written notice  to Patel  and an  opportunity for  him to  remedy  such
  failure within 30 days of receiving  such notice; (iii) the  conviction
  of Patel  for a  felony  involving an  act  of moral  turpitude,  which
  conviction has become  final and non-appealable;  (iv) recklessness  in
  the performance of Patel's duties to the Company causing material  harm
  to  the  Company;  or  (v)  material  dishonesty,  material  breach  of
  fiduciary duty  or  material breach  by  Patel of  any  representation,
  covenant or other agreement contained in this Agreement.
<PAGE>
            (d)  Constructive Termination.   If Patel  without his  prior
  written consent, is removed  by the Board of  Directors of the  Company
  from the  position  of Executive  Vice  President and  Chief  Operating
  Officer, or  if Patel's  duties are  restricted or  reduced in  such  a
  manner as  to  result  in  his position  with  the  Company  no  longer
  including duties requiring the  performance of policy making  functions
  by an executive officer within the meaning of Rule 3b-7 of the Exchange
  Act, then,  in either  such  case, the  employment  of Patel  shall  be
  deemed, in  his discretion,  involuntarily  terminated by  the  Company
  other than For Just Cause, it being understood that Patel must exercise
  his discretion under  this Section 4.3(d)  in writing to  the Board  of
  Directors within sixty days following the latest to occur of any  event
  constituting involuntary termination pursuant to this Section 4.3(d).

  5.   NON-DISCLOSURE,    NON-SOLICITATION,    NON-COMPETE    AND    NON-
       DISPARAGEMENT

       5.1  Non-Disclosure.   Except as  is reasonably  necessary in  the
  performance of his duties  hereunder, Patel shall  not disclose to  any
  person or entity  or use  for his own  direct or  indirect benefit  any
  Confidential Information (as defined  below) pertaining to the  Company
  obtained by him in  connection with his employment  with the Company.
  For purposes  of this  Agreement, the  term "Confidential  Information"
  shall include  information  with  respect to  the  Company's  products,
  services,   processes,   suppliers,   customers,   customers'   account
  executives, financial,  suppliers and  distribution information,  price
  lists, identity  and  list of  actual  and potential  customers,  trade
  secrets,  technical   information,  business   plans  and   strategies;
  provided, however,  that  such  information shall  not  be  treated  as
  Confidential Information  to  the  extent that  it  has  been  publicly
  disclosed by the Company (other than by Patel through a breach of  this
  Section 5.1).

       5.2  Non-Solicitation.  Patel  agrees that for  a period of  three
  (3) years after termination of his employment for any reason other than
  involuntary termination not for Just Cause,  he shall not (a)  directly
  or indirectly  solicit, induce  or attempt  to  solicit or  induce  any
  Company employee  to  discontinue  such employee's  employment  by  the
  Company, (b) usurp any  opportunity of the Company  of which he  became
  aware during his tenure at the  Company, or that was made available  to
  him on the basis of a mistaken belief that he was still employed by the
  Company, or (c) directly or indirectly solicit or induce or attempt  to
  influence any person or business that is an account, customer or client
  of the Company to  reduce or cancel the  business of any such  account,
  customer or client with the Company.

       5.3  Non-Compete.  Patel agrees that, so long as he is employed by
  the Company and for  a period of three  (3) years after termination  of
  his employment for  any reason other  than involuntary termination  not
  For Just Cause,  he shall  not, without  prior written  consent of  the
  Company's Board of Directors, either directly or indirectly (including,
  without limitation, through a  partnership, joint venture,  corporation
  or other entity or  as a consultant, director  or employee), engage  in
  the business engaged in by the Company as of the date hereof within any
  of those geographical  areas in  which the  Company currently  conducts
  active business operations.   The parties hereto  agree that the  scope
  and the nature of such covenant,  and the duration and the area  within
  which such covenant is to be effective, are reasonable in light of  all
  facts and circumstances.
<PAGE>
       5.4  Non-Disparagement.   Patel  agrees that,  so  long as  he  is
  employed by  the  Company  and  for  a  period  of  three  years  after
  termination of his  employment for  any reason  other than  involuntary
  termination not For Just  Cause, he shall not  make any public  comment
  (whether written or oral)  concerning or touching  upon the Company  or
  any of its Affiliates, including but not  limited to any or all of  the
  Company's executive officers and directors, which comment would tend to
  disparage the personal, financial or business reputation of such  other
  person or persons, except for such  comments as may be required by  law
  and except for such comments as may be made in litigation,  arbitration
  or mediation with such person or persons.

  6.   CERTAIN COVENANTS OF THE COMPANY

       6.1  No Waiver.   The waiver by  either party of  a breach of  any
  provision of this Agreement shall not  operate as or be construed as  a
  waiver of any subsequent breach thereof.

       6.2  Assignment.  This Agreement may not be assigned by Patel  and
  may not be assigned by the Company otherwise than by operation of  law.
   This Agreement  shall be  binding upon  the Company's  successors  and
  assigns.

       6.3  Entire Agreement.   This  Agreement  supersedes any  and  all
  prior written  or oral  agreements between  Patel and  the Company  and
  evidences the entire understanding of  the parties hereto with  respect
  to the terms and conditions of Patel's employment with the Company.

       6.4  Governing Law.   This  Agreement shall  be governed  by,  and
  construed in accordance with, the laws of the State of Illinois without
  regard to the choice of law rules of the State of Illinois or any other
  jurisdiction.

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



                                 By: --------------------------------
                                     James E. Robbs, Vice President,
                                     Chief Financial Officer, and Treasurer


                                     --------------------------------
                                     Tribhovan M. Patel


                                     Acknowledged:


                                     --------------------------------
                                     Chairman, Compensation Committee
                                     Circuit Systems, Inc.