EXHIBIT 10.32

                              EMPLOYMENT AGREEMENT

         This Employment Agreement (the "Agreement"), dated as of March 1, 1999
is entered into by and between C3, Inc, a North Carolina corporation with its
principal office at 3800 Gateway Boulevard, Suite 310, Morrisville, NC 27560
(the "Company") and Robert S. Thomas an individual currently residing at P.O.
Box 146, Edenton, NC 27932 ("Employee").


                              Statement of Purpose

         The Company wishes to obtain the services of the Employee on the terms
and conditions and with the benefits set forth in this Agreement. Employee
desires to be employed by the Company on such terms and conditions and to
receive such additional consideration as set out herein.
         Therefore, in consideration of the mutual covenants contained in this
Agreement, the grant of certain options to purchase common stock of the Company
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and Employee agree as follows:

         1. Employment. The Company hereby agrees to employ Employee, and
            Employee hereby accepts such employment, on the terms and conditions
            set forth in this Agreement.

         2. Term of Employment. The term of Employee's employment under this
            Agreement shall commence as of the date of this Agreement and shall
            continue on and through February 28, 2000. Termination of employment
            shall be governed by Paragraph 7 of this Agreement, and unless
            terminated by either party as provided in Paragraph 7, this
            Agreement shall automatically, at the expiration of each existing
            term, renew for successive one year terms.

         3. Position and Duties. The Employee shall serve as President and COO
            of the Company. Employee will, under the direction of CEO of the
            Company, faithfully and to the best of his ability perform the
            duties as set out in the minutes of the June 10, 1998 Board of
            Directors meeting and such additional duties as may be reasonably
            assigned by the CEO and Board of Directors, Employee agrees to
            devote his entire working time, energy and skills to the Company
            while so employed.

         4. Compensation and Benefits. Employee shall receive compensation and
            benefits for the services performed for the Company under this
            Agreement as follows:

              A) BASE SALARY. Employee shall receive a base salary of $125, 000
                 per year, payable in regular and equal semi-monthly
                 installments ("Base Salary").

              B) EMPLOYEE BENEFITS. Employee shall receive such benefits as are
                 made available to the other employees of the Company,
                 including, but not limited to, life, medical and disability
                 insurance, retirement benefits and such vacation as is provided
                 to the other employees of the Company (the "Employee
                 Benefits").

              C) INCENTIVE COMPENSATION. Employee shall participate in such
                 incentive plans as may be approved by the Board of Directors
                 from time-to-time.

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         5. Reimbursement of Expenses. The Company shall reimburse Employee for
            all reasonable out-of-pocket expenses incurred by Employee
            specifically and directly related to the performance of the Employee
            of the services under the Agreement.

         6. Withholding. The Company may withhold from any payments or benefits
            under this Agreement all federal, state or local taxes or other
            amounts as may be required pursuant to applicable law, government
            regulation or ruling.

         7. Termination of Employment.

              A) DEATH OF EMPLOYEE. If the Employee shall die during the Term,
                 this Agreement and the employment relationship hereunder will
                 automatically terminate on the date of death, which shall be
                 the last day of the Term.

              B) TERMINATION FOR JUST CAUSE. The Company shall have the right to
                 terminate the Employee's employment under this Agreement at any
                 time for Just Cause, which termination shall be effective
                 immediately. Termination for "Just Cause" shall include
                 termination for the Employee's personal dishonesty, gross
                 incompetence, willful misconduct, breach of fiduciary duty
                 involving personal profit, intentional failure to perform
                 stated duties, willful violation of any law, rule, regulation
                 (other than traffic violations or similar offenses), written
                 Company policy or final cease-and-desist order, conviction of a
                 felony or of a misdemeanor involving moral misappropriation of
                 the Company's assets (determined on a reasonable basis),
                 disability or material breach of any other provision of this
                 Agreement, provided that the Employee has received written
                 notice from the Company of such material breach and such breach
                 remains uncured thirty days after the delivery of such notice.
                 For purposes of this subsection, the term "disability" means
                 the inability of Employee, due to the condition of his
                 physical, mental, or emotional health, to satisfactorily
                 perform the duties of his employment hereunder for a continuous
                 three month period; provided further that if the Company
                 furnishes long term disability insurance for the Employee, the
                 term "disability" shall mean that continuous period sufficient
                 to allow for the long term disability payments to commence
                 pursuant to the Company's long term disability insurance
                 policy. In the event the Employee's employment under this
                 Agreement is terminated for Just Cause, the Employee shall have
                 no right to receive compensation or other benefits under this
                 Agreement for any period after such termination.

              C) TERMINATION WITHOUT CAUSE. The Company may terminate the
                 Employee's employment other than for "Just Cause," as described
                 in Subsection (b) above, at any time upon written notice to the
                 Employee, which termination shall be effective immediately. In
                 the event the Company terminates Employee pursuant to this
                 Subsection (c), (i) the Employee will receive the Base Salary
                 for the remainder of the then existing term ("Termination
                 Compensation"), so long as the Employee complies with Sections
                 8, 9 and 10 of the Agreement and (ii) the Company shall take
                 such action as may be required to vest any unvested benefits of
                 the Employee under any employee stock-based or other benefit
                 plan or arrangement. Such amounts shall be payable at the times
                 such amounts would have been paid in accordance with Section 4.
                 In addition, Employee shall continue to participate in the same
                 group hospitalization plan, health care plan, dental care plan,
                 life or other insurance or death benefit plan, and any other
                 present or future similar group 

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                 employee benefit plan or program for which officers of the
                 Company generally are eligible, on the same terms as were in
                 effect prior to the Employee's termination, either under the
                 Company's plans or comparable coverage, for all periods
                 Employee receives Termination Compensation. Notwithstanding
                 anything in this Agreement to the contrary, if Employee
                 breaches Sections 8, 9 or 10 of this Agreement, the Employee
                 will not be entitled to receive any further compensation or
                 benefits pursuant to this Section 7(c).

              D) CHANGE OF CONTROL SITUATIONS. In the event of a Change of
                 Control of Company at any time after the date hereof, Employee
                 may voluntarily terminate employment with Company up until
                 twelve (12) months after the Change of Control for "Good
                 Reason" and, subject to Section 7(f), (y) be entitled to
                 receive in a lump sum (i) any compensation due but not yet paid
                 through the date of termination and (ii) in lieu of any further
                 salary payments from the date of termination to the end of the
                 then existing term, an amount equal to the Termination
                 Compensation times 2.99, and (z) shall continue to participate
                 in the same group employee benefit plans or programs for which
                 officers of the Company generally are eligible, or comparable
                 plans or coverage, for a period of two years following
                 termination of employment by the Employee, on the same terms as
                 were in effect either (A) at the date of such termination, or
                 (B) if such plans and programs in effect prior to the Change of
                 Control of Company are, considered together as a whole,
                 materially more generous to the offices of Company, then at the
                 date of Change of Control. Any equity based incentive
                 compensation (including but not limited to stock options, SARs,
                 etc.) shall fully vest and be immediately exercisable in full
                 upon a Change in Control, not withstanding any provision in any
                 applicable plan. Any such benefits shall be paid the Company to
                 the same extent as they were so paid prior to the termination
                 or the Change of Control of Company.

              "Good Reason" shall mean the occurrence of any of the following
              events without the Employee's express written consent:

                     (i) The assignment to the Employee of duties inconsistent
                         with the position and status of the Employee with the
                         Company immediately prior to the Change of Control;

                     (ii) A reduction by the Company in the Employee's pay grade
                         or base salary as then in effect, or the exclusion of
                         Employee from participation in the Company's benefit
                         plans in which he previously participated as in effect
                         at the date hereof or as the same may be increased from
                         time-to-time during the Term, or Company's failure to
                         increase (within twelve (12) months of the Employee's
                         last increase in base salary) the Employee's base
                         salary in an amount which at least equals, on a
                         percentage basis, the average percentage increase in
                         base salary for all executives entitled to participate
                         in Company's executive incentive plans for which the
                         Employee was eligible in the preceding 12 months; or

                     (iii) An involuntary relocation of the Employee more than
                         fifty (50) miles from the location where the Employee
                         worked immediately prior to 

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                         the Change in Control or the breach by the Company of 
                         any material provision of this Agreement; or

                     (iv) Any purported termination of the employment of
                         Employee by Company which is not effected in accordance
                         with this Agreement.

                  A "Change of Control" shall be deemed to have occurred if (i)
                  any person or group of persons (as defined in Section 13(d)
                  and 14(d) of the Securities Exchange Act of 1934) together
                  with its affiliates, excluding employee benefit plans of
                  Company, becomes, directly or indirectly, the "beneficial
                  owner" (as defined in Rule 13d-3 under the Securities Exchange
                  Act of 1934) of securities of Company representing 20% or more
                  of the combined voting power of Company's then outstanding
                  securities; or (ii) during the then existing term of the
                  Agreement, as a result of a proxy contest, merger,
                  consolidation or sale of assets, or as a result of any
                  combination for the foregoing individuals who at the beginning
                  of any year period during such term constitute the Company's
                  Board of Directors, plus new directors whose election by
                  Company's shareholders is approved by a vote of at least two
                  thirds of the outstanding voting shares of the Company, cease
                  for any reason during such year period to constitute at least
                  two thirds of the members of such Board of Directors; or (iii)
                  the shareholders of the Company approve a merger or
                  consolidation of the Company with any other corporation or
                  entity which regardless of which entity is the survivor, other
                  than a merger or consolidation which would result in the
                  voting securities of the Company outstanding immediately prior
                  thereto continuing to represent (either by remaining
                  outstanding or being converted into voting securities of the
                  surviving entity) at least 60% of the combined voting power of
                  the voting securities of the Company or such surviving entity
                  outstanding immediately after such merger or consolidation; or
                  (iv) the shareholders of the Company approve a plan of
                  complete liquidation or winding-up of the Company or an
                  agreement for the sale or disposition by the Company of all or
                  substantially all of the Company's assets; or (v) any event
                  which the Company's Board of Directors determines should
                  constitute a Change of Control.

                  E)  EMPLOYEE'S RIGHT TO PAYMENTS. In receiving any payments
                      pursuant to this Section 7, Employee shall not be
                      obligated to seek other employment or take any other
                      action by way of mitigation of the amounts payable to the
                      Employee hereunder, and such amounts shall not be reduced
                      or terminated whether or not the Employee obtains other
                      employment.

                  F)  REDUCTION IN AGREEMENT PAYMENTS. Notwithstanding anything
                      in this Agreement to the contrary, if any of the payments
                      provided for under this Agreement (the "Agreement
                      Payments"), together with any other payments that the
                      Employee has the right to receive (such other payments
                      together with the Agreement Payments are referred to as
                      the "Total Payments"), would constitute a "parachute
                      payment" as defined in Section 280G(b)(2) of the Internal
                      Revenue Code of 1986, as amended (the "Code") (a
                      "Parachute Payment"), the Agreement Payments shall be
                      reduced by the smallest amount necessary so that no
                      portion of such Total Payments would be Parachute
                      Payments. In the event the Company shall make an Agreement
                      Payment to the Employee that would constitute a Parachute
                      Payment, the Employee shall return such payment to the
                      Company (together with interest at the rate set forth in
                      Section 1274(b)(2)(B) of the Code). For purposes of
                      determining whether and the extent to which the Total
                      Payments constitute 

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                      the Parachute Payments, no portion of the Total Payments 
                      the receipt of which Employee has effectively waived in
                      writing shall be taken into account.

        8.  Covenant Not to Compete. Employee agrees that during his employment
            with the Company and for a period of one (1) year following the
            termination of his employment with the Company, for whatever reason:

                  a)  Employee shall not, directly or indirectly, own any
                      interest in, manage, operate, control, be employed by,
                      render advisory services to, or participate in the
                      management or control of any business that operates in the
                      same business as the Company, which Employee and the
                      Company specifically agree as the business of fabricating
                      (wafering, preforming, and faceting), marketing and
                      distributing moissanite gemstones or other diamond
                      simulants to the gem and jewelry industry (the
                      "Business"), unless Employee's duties, responsibilities
                      and activities for and on behalf of such other business
                      are not related in any way to such other business's
                      products which are in competition with the Company's
                      products at the time of termination. Employee's ownership
                      of less than one percent of the issued and outstanding
                      stock of a corporation engaged in the Business shall not
                      by itself be deemed to be a violation of this Agreement.
                      Employee recognizes that possible restriction on his
                      activities which may occur as a result of his performance
                      of his obligations under Paragraph 8(a) are substantial,
                      but that such restriction is required for the reasonable
                      protection of the Company.

                  b)  Employee shall not, directly or indirectly, influence or
                      attempt to influence any customer of the Company to
                      discontinue its purchase of any product of the Company
                      which is manufactured or sold by the Company at the time
                      of termination of Employee's employment or to divert such
                      purchases to any other person, firm or employer.

                  c)  Employee shall not, directly or indirectly, interfere
                      with, disrupt or attempt to disrupt the relationship,
                      contractual or otherwise between the Company and any of
                      its suppliers.

                  d)  Employee shall not, directly or indirectly, solicit any
                      employee of the Company to work for any other person, firm
                      or employer.

        9.  Confidentiality. In the course of his employment with the Company,
            Employee will have access to confidential information, records,
            data, customer lists, lists of product sources, specifications,
            trade secrets and other information which is not generally available
            to the public and which the Company and Employee hereby agree is
            proprietary information of the Company ("Confidential Information").
            During and after his employment by the Company, Employee shall not,
            directly or indirectly, disclose the Confidential Information,
            except as is required in the course of his Employment under this
            Agreement. All Confidential Information as well as records, files,
            memoranda, reports, plans, drawings, documents, models, equipment
            and the like, including copies thereof, relating to the Company's
            business, which Employee shall prepare or use or come into contact
            with during the course of his employment, shall be and remain the
            Company's sole property, and upon termination of Employee's
            employment with the Company, Employee shall return all such
            materials to the Company.

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        10. Proprietary Information. Employee shall assign to Company, its
            successors or assigns all of the Employee's rights to copyrightable
            works and inventions which, during the period of Employee's
            employment by the Company or its successors in business, Employee
            makes or conceives, either solely or jointly with others, relating
            to any subject matter with which Employee's work for the Company is
            or may be concerned ("Proprietary Information"). Employee shall
            promptly disclose in writing to the Company such copyrightable works
            and inventions and, without charge to the Company, to execute,
            acknowledge and deliver all such further papers, including
            applications for copyrights and patents for such copyrightable works
            and inventions, if any, in all countries and to vest title thereto
            in the Company, it's successors, assigns, or nominees. Upon
            termination of Employee's employment hereunder, Employee shall
            return to the Company or its successors or assigns, as the case may
            be, any Proprietary Information. The obligation of Employee to
            assign the rights to such copyrightable works and inventions shall
            survive the discontinuance or termination of this Agreement for any
            reason.

        11. Severability. In the event that any provision of any paragraph of
            this Agreement shall be deemed to be invalid or unenforceable for
            any reason whatsoever, it is agreed such invalidity or
            unenforceability shall not affect any other provision of such
            paragraph of this Agreement, and the remaining terms, covenants,
            restrictions, or provisions in such paragraph and in the Agreement
            shall remain in full force and effect and any court of competent
            jurisdiction may so modify the objectionable provision to make it
            valid, reasonable and enforceable.

        12. Governing Law. This Agreement shall be governed and construed in
            accordance with the laws of the State of North Carolina. Each of the
            parties hereto irrevocably submits to the exclusive jurisdiction of
            the courts located in North Carolina for the purposes of any suit,
            action or other proceeding contemplated hereby or any transaction
            contemplated hereby.

        13. Notices. Any notice to be given under this Agreement shall be deemed
            sufficient if addressed in writing and delivered personally, be
            telefax with receipt acknowledged, or by registered or certified
            U.S. mail to the address first above appearing, or to such other
            address as a party may designate by notice from time-to-time.

        14. Amendment. This Agreement may be amended only by an agreement in
            writing signed by each of the parties hereto.

        15. Entire Agreement. This Agreement contains the entire agreement of
            the parties with respect to Employee's employment with the Company
            and supercedes any prior agreements between them, whether written or
            oral.

        16. Waiver. The failure of either party to insist in any one or more
            instance, upon performance of the terms and conditions of this
            Agreement, shall not be construed as a waiver or a relinquishment of
            any right granted hereunder or of the future performance of any such
            term or condition.

        17. Arbitration. Any controversy or claim arising out of or relating to
            this Agreement, or breach thereof, shall be settled by arbitration
            in Raleigh, North Carolina in accordance with the expedited
            procedures of the Rules of the American Arbitration Association, and
            judgment upon the award may be rendered by the arbitrator and may be
            entered in any court having jurisdiction thereof.

        18. Benefit. This Agreement shall be binding upon and inure to the
            benefit of and shall be enforceable by and against the Company, it's
            successors and assigns, and 

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            Employee, his heirs, beneficiaries and legal representatives. It is
            agreed that the rights and obligations of Employee may not be
            delegated or assigned except as may be specifically agreed to by the
            parties hereto.



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



                                               C3, Inc.



                                               By: /s/ Jeff N. Hunter
                                                   -----------------------------
                                                   Jeff N. Hunter, CEO



                                                    /s/ Robert S. Thomas
                                                    ----------------------------
                                                    Robert S. Thomas






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