Exhibit 10.7
                              SHAREHOLDER AGREEMENT


         THIS SHAREHOLDER  AGREEMENT (the "Agreement") is entered into effective
as of February 5, 2001 between MICROPAC INDUSTRIES, INC., a Delaware corporation
(the "Company"),  and Nicholas Nadolsky,  an individual,  (referred to herein as
the "Shareholder").

         The Company has authorized capitalization of 3,627,151 shares of common
stock, $0.10 par value, issued and outstanding.  The Shareholder is the owner of
five hundred forty-eight  thousand eight hundred thirty-six  (548,836) shares of
the Company's common stock (the "Stock").

         The  Shareholder  and  the  Company  desire  to  promote  their  mutual
interests  and the  interests  of the  Company by entering  into this  Agreement
concerning the Stock.

         ACCORDINGLY,  in  consideration of the foregoing  premises,  the mutual
covenants  and  agreements   contained  herein,  and  other  good  and  valuable
consideration,  the receipt and adequacy of which are hereby  acknowledged,  the
parties to this Agreement agree as follows:

SECTION 1: DEFINITIONS

         As used herein, the following terms shall have the respective  meanings
indicated:

         1.1. Closing is defined in Section 4.

         1.2. Event Notice is defined in Section 3.1.

         1.3. Exercise Event means the occurrence of any of the following events
with respect to a Shareholder:

                  (a) The Shareholder dies, or becomes permanently disabled (the
"Shareholder's Death");

                  (b) The termination of the  Shareholder's  employment with the
Company for any reason (a "Termination").

         1.4.  Purchase  Price means,  with respect to each share of stock,  the
total  Shareholder's  equity as shown on the latest  quarterly or annual balance
sheet of the Company, audited or unaudited,  divided by the number of issued and
outstanding  shares of the Company's  common stock.  Treasury  shares and shares
subject to outstanding  but  unexercised  options shall not be deemed issued and
outstanding.

         1.5. GAAP means generally accepted accounting principles,  consistently
applied with the  principles  customarily  used by the Company in preparing  its
financial statements for financial reporting purposes.

         1.6.  Shareholder  means and includes Nicholas Nadolsky or in the event
of his death or disability, his executor or legal representatives.




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         1.7.  Transfer  means(a)  any sale,  hypothecation,  transfer,  pledge,
encumbrance, gift, donation, assignment, or other disposition, whether voluntary
or involuntary,  and whether during the Shareholder's  lifetime or upon or after
the  Shareholder's  death,  including,  but not  limited  to,  any  transfer  by
operation of law, by court order, by judicial process, or by foreclosure,  levy,
or attachment, or (b) the act of making any of the foregoing transfers.

          SECTION 2 GRANT OF PUT OPTION; ABILITY TO TRANSFER THE SHARES

         2.1.  Grant of Put Option.  Shareholder  is hereby granted an option to
require the Company to purchase,  for the Purchase  Price and upon the terms set
forth in this Agreement,  any or all of the shares of Stock that Shareholder now
owns if an Exercise Event occurs.

         2.2. No Restrictions  on Transfers.  The Shareholder or the executor or
legal  representative  of Shareholder  may sell all or any part of the Stock. If
all of the  Stock  is  sold  by the  Shareholder,  or  his  executors  or  legal
representatives,  this Agreement shall terminate and be null and void. If all or
any part of the  Stock is  transferred  to  conveyed  by gift or  devise  by the
Shareholder  or  the  Shareholder's  executor  or  legal  representative,   this
Agreement  shall  remain in full force and effect  and may be  enforced  by such
executor or legal representative.

                       SECTION 3 DELIVERY OF EVENT NOTICE

         3.1.  Generally.   Upon  the  occurrence  of  an  Exercise  Event,  the
Shareholder or the Shareholder's  executor or legal  representative may give the
Company notice at any time  thereafter (the "Event Notice") of the occurrence of
that Exercise Event and the date of that occurrence.

         3.2. Contents of Event Notice. If given, the Event Notice shall specify
that the Shareholder is requiring that the Company  purchase all of the Stock at
the Purchase Price.

                              SECTION 4 THE CLOSING

         4.1. Closing Time and Place. Unless otherwise mutually agreed to by the
Shareholder  and the Company,  (a) the  consummation of the sale and purchase of
the Stock (the "Closing") will occur on the earlier of twenty (20) business days
after:  (i) the parties  hereto have mutually  agreed in writing on the Purchase
Price of the Shares;  or (ii) the  Appraiser  has prepared and  delivered to the
parties hereto a written  report  specifying the Fair Market Value of the Stock.
If prior to the Closing any offer ("Offer")is made to purchase all of the assets
or outstanding shares of the Company's common stock or to merge the Company into
another legal  entity,  the Closing may be postponed by the  Shareholder  or the
Company to allow the  Shareholder  to  determine  whether to accept the Offer or
proceed with a sale of the Stock to the Company.  If the  Shareholder  elects to
postpone the Closing,  the  Shareholder may accept the Offer, in which event the
Company shall not be required to purchase the Stock, and (b) the Closing will be
held at the offices of the Company, Garland, Dallas County, Texas.

         4.2. Closing Deliveries.

                  (a) The Purchase  Price.  The Purchase  Price shall be paid in
         cash or by certified bank or cashier's  check at the Closing.  If Stock
         is changed, reclassified,  split, combined, converted, or exchanged for
         other  securities or any  securities are paid as dividends on the Stock
         after the date as of which the Purchase  Price is determined and before
         the Closing of the sale of the Optioned Shares,  appropriate adjustment
         shall be made to the  Exercise  Price to give  effect  to such  change,
         reclassification,   split,   combination,   conversion,   exchange,  or
         dividend.




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                  (b) The Stock. At the Closing,  the Shareholder  shall deliver
         to the Company the certificates representing the Stock being purchased,
         duly  endorsed for transfer or  accompanied  by a duly  executed  stock
         power. The Shareholder  shall covenant that the Stock sold are free and
         clear of all liens, claims, and encumbrances of any nature whatsoever.

                  (c) Other.  All other  action shall be taken at the Closing as
         the  Shareholder  and Company  shall  reasonably  request to effect the
         purchase and sale of the Stock.

                       SECTION 5 MISCELLANEOUS PROVISIONS

         5.1. Specific Performance. Each party declares that it is impossible to
measure in money the  damages  that will accrue to the other  parties  hereto by
reason of a failure  to  perform  or a breach in the  performance  of any of its
obligations  under this  Agreement,  and each  party (a)  agrees  that the other
parties to this Agreement shall be entitled to specific performance of the terms
of this  Agreement  and  injunctive  and other  equitable  relief in case of any
failure,  breach or attempted  breach and (b) waives any  reimbursement  for the
securing or posting of any bond in  connection  with the  obtaining  of any such
injunctive or other equitable relief. If any party to this Agreement  institutes
any action or  proceeding  to  specifically  enforce  the  provisions  hereof (a
"plaintiff"),  any party  against whom that action or  proceeding  is brought (a
"defendant")  waives the claim or defense  that the  plaintiff  has an  adequate
remedy at law, and the defendant  will not urge in any such action or proceeding
the claim or defense that such remedy at law exists.

         5.2 . Notices.  Whenever any notice is required or permitted hereunder,
that notice must be in writing. Any notice required or permitted to be delivered
hereunder shall be deemed to be delivered,  given and received on the date it is
personally  received by (and receipt  acknowledged in writing by) the Person who
is to receive it or, if mailed,  whether actually  received or not, on the third
business  day after it is  deposited  in the United  States  mail,  certified or
registered mail,  return receipt  requested,  postage prepaid,  addressed to the
Person who is to  receive it at the  address  that such  Person has  theretofore
specified  by  written  notice  delivered  in  accordance  herewith.  Any Person
entitled to receive  notice  hereunder may change,  at any time and from time to
time, by written  notice to the other  parties,  the address that such party had
theretofore  specified  for  receiving  notices.  Until  changed  in  accordance
herewith,  each party hereby  specifies as such  party's  address for  receiving
notices the address  adjacent to such party's name on the signature page hereof.
In the event more than one Person is to receive notice  hereunder,  notice shall
not be deemed  delivered or received  until delivery is deemed to be made to the
last  Person who is to receive  that notice  (provided  that any such Person may
agree that notice  shall be deemed to be delivered or received by that Person as
of any earlier date).

         5.3. Further Assurances.  Each of the parties hereto agrees to take, at
its own expense, such further action as may be reasonably requested by any other
party hereto necessary or desirable to accomplish or effect the purposes of this
Agreement and the transactions contemplated hereby.

         5.4. Multiple Counterparts.  This Agreement may be executed in a number
of  identical  counterparts  and it shall  not be  necessary  for each  party to
execute each of such counterparts, but when all of the parties have executed and
delivered  one or more of such  counterparts,  the  several  parts,  when  taken
together, shall be deemed to constitute one and the same instrument, enforceable
against  each  party in  accordance  with its  terms.  In  making  proof of this
Agreement,  it shall not be  necessary  to produce or account  for more than one
such  counterpart  executed  by the  Person  against  whom  enforcement  of this
Agreement is sought.



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         5.5. Entire  Agreement.  This Agreement is intended by the parties as a
final  expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the  subject  matter  contained  herein.  There are no  restrictions,  promises,
warranties,  or undertakings,  other than those set forth or referred to herein,
with  respect to the right of Company  or the  Shareholder  to sell Stock now or
hereafter held by that Person.  This Agreement  supersedes all prior  agreements
and understandings between the parties with respect to such subject matter.

         5.6. Invalid Provisions.  If any provision of this Agreement is held to
be illegal,  invalid,  or  unenforceable  under present or future laws effective
during the term of this Agreement, such provision shall be fully severable; this
Agreement  shall be  construed  and  enforced as if such  illegal,  invalid,  or
unenforceable  provision had never comprised a part of this  Agreement;  and the
remaining provisions of this Agreement shall remain in full force and effect and
shall not be affected by the illegal,  invalid, or unenforceable provision or by
its severance from this  Agreement.  Furthermore,  in lieu of each such illegal,
invalid,  or unenforceable  provision,  there shall be added  automatically as a
part of this Agreement a provision as similar in terms to such illegal, invalid,
or  unenforceable  provision  as  may  be  possible  and be  legal,  valid,  and
enforceable.

         5.7. Termination. This Agreement shall terminate (a) upon the execution
of a  termination  agreement  signed  by all  Persons  who are  parties  to this
Agreement, (b) automatically upon the sale of the Stock as provided herein.

         5.8.  Amendments.  This  Agreement  may be amended at any time and from
time to time, in whole or in part, by an instrument in writing setting forth the
particulars  of  such  amendment  duly  executed  by  the  Person  against  whom
enforcement of that amendment is sought.

         5.9.  Successors and Assigns.  Except as otherwise  expressly stated to
the  contrary  herein,  this  Agreement  shall be binding  upon and inure to the
benefit of each party hereto and shall be binding upon their  respective  heirs,
successors, executors, representatives, and assigns.

         5.10. References. Whenever herein the singular number is used, the same
shall  include the plural where  appropriate,  and vice versa;  and words of any
gender shall include each other gender where appropriate.

         5.11. Captions.  The captions,  headings, and arrangements used in this
Agreement are for convenience only and do not in any way affect, limit, amplify,
or modify the terms and provisions hereof.

         5.12.  Governing  Law. The laws of the state of Texas and of the United
States of America  shall govern the  validity,  construction,  enforcement,  and
interpretation of this agreement, without reference to conflicts of law.

         5.13.  After-Acquired Shares.  Whenever the Shareholder (or its spouse)
shall  hereafter  acquire  any  shares of Stock of the  Company,  the  shares so
acquired  shall  be  held  subject  to all  the  terms  and  conditions  of this
Agreement.

         5.15.  Arbitration.  In the  event of any  dispute,  interpretation  or
disagreement  concerning this Agreement (the  "Dispute"),  such Dispute shall be
settled by binding arbitration to be held in Dallas, Dallas County, Texas.

         ARBITRATION  OF  DISPUTES.  WITH  RESPECT  TO  THE  ARBITRATION  OF ANY
DISPUTE, THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT:


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         1.       ARBITRATION IS FINAL AND BINDING ON THE PARTIES;

         2.       THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT,
                  INCLUDING THEIR RIGHT TO JURY TRIAL;

         3.       PRE-ARBITRATION   DISCOVERY  IS  GENERALLY  MORE  LIMITED  AND
                  DIFFERENT FROM COURT PROCEEDINGS;

         4.       THE  ARBITRATOR'S  AWARD IS NOT  REQUIRED  TO INCLUDE  FACTUAL
                  FINDINGS OR LEGAL  REASONING AND ANY PARTNER'S RIGHT TO APPEAL
                  OR TO SEEK  MODIFICATION  OF  FILINGS  BY THE  ARBITRATORS  IS
                  STRICTLY LIMITED; AND

         IN THE EVENT  THAT A DISPUTE  ARISES  BETWEEN  ANY PARTY  HERETO,  SAID
DISPUTE  ARISING OUT OF, IN CONNECTION  WITH OR AS A RESULT OF THIS AGREEMENT OR
THE ACTION OF ANY PARTY,  THE PARTIES HEREBY  EXPRESSLY AGREES THAT SAID DISPUTE
SHALL BE RESOLVED THROUGH ARBITRATION RATHER THAN LITIGATION.  EACH PARTY HEREBY
AGREES  TO  SUBMIT  THE  DISPUTE  FOR  RESOLUTION  TO THE  AMERICAN  ARBITRATION
ASSOCIATION,  WITHIN FIVE (5) DAYS AFTER  RECEIVING  A WRITTEN  REQUEST TO DO SO
FROM ANY OF THE PARTIES.  IF A PARTY FAILS TO SUBMIT THE DISPUTE TO  ARBITRATION
AS REQUESTED, THEN THE OTHER PARTY MAY COMMENCE AN ARBITRATION PROCEEDING.  EACH
PARTY  AGREES THAT ANY HEARING  SCHEDULED BY THE AAA SHALL TAKE PLACE IN DALLAS,
TEXAS,  AND THAT THE TEXAS  ARBITRATION ACT SHALL GOVERN THE PROCEEDINGS AND ALL
ISSUES RAISED UNDER THIS  AGREEMENT TO ARBITRATE.  IF ANY PARTY SHALL  INSTITUTE
ANY COURT  PROCEEDING IN AN EFFORT TO RESIST  ARBITRATION AND BE UNSUCCESSFUL IN
RESISTING,  THE  PREVAILING  PARTY SHALL BE ENTITLED TO RECOVER  FROM THE LOSING
PARTY ITS LEGAL FEES AND ALL EXPENSES INCURRED IN CONNECTION WITH THE DEFENSE OF
SUCH LEGAL  PROCEEDING  OR ITS EFFORTS TO ENFORCE ITS RIGHTS TO  ARBITRATION  AS
PROVIDED HEREIN.

                            SECTION 6 COMPANY CAPITAL

         The Company shall not be obligated to purchase the Stock if at the time
of such purchase the capital of the Company would be impaired  under  applicable
laws. If the  Company's  capital would be impaired by the purchase of the Stock,
the  Closing  shall be delayed  until such time as the capital of the Company is
not  impaired.  The  Company  agrees  to take  such  reasonable  actions  as the
Company's  board of directors  believe are  reasonable  to permit the Company to
purchase the Stock without impairing the capital of the Company.










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         IN WITNESS  WHEREOF,  the parties  have  executed  this  Agreement or a
Spousal  Consent on the dates set forth  below,  to be  effective as of the date
first written above.

Address:                                      MICROPAC INDUSTRIES, INC.

905 East Walnut
Garland, Texas 75040
                                              By:_______________________________

                                              Name:_____________________________

                                              Title:____________________________

                                              Date:_____________________________

                                              SHAREHOLDER
Address:
______________________________                __________________________________
                                              Nicholas Nadolsky

                                              Date: ____________________________








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