Exhibit 10.6

                                 CODE OF ETHICS

         FOR PRINCIPAL EXECUTIVE OFFICERS AND SENIOR FINANCIAL OFFICERS

Micropac Industries,  Inc. expects the highest possible ethical conduct from its
principal executive officers and senior financial officers. Your full compliance
with this Code is mandatory.

You are expected

         (i)      to foster a culture of  transparency,  integrity  and honesty,
                  and

         (ii)     to devote the time,  skill,  effort and energy to conduct  and
                  manage the business of the Company, and

         (iii)    to  ensure  that  everyone  in your  organization  also  fully
                  complies with this Code.

         (iv)     to  promptly  report any  suspected  unethical  conduct to the
                  Company's Boardof Directors.

In accordance with the rules of the U.S. Securities and Exchange Commission, any
change to, or waiver of, this Code must be immediately publicly disclosed.


Conflicts of Interest
You must avoid any  personal  activity,  investment  or  association  that could
appear to interfere with good judgment  concerning the Company's best interests.
You may not exploit your position or relationship  with the Company for personal
gain. You should avoid even the appearance of such a conflict.

As a principal  executive officer or senior financial officer,  it is imperative
that you avoid any investment,  interest or association that  interferes,  might
interfere,  or might  appear to  interfere,  with your  independent  exercise of
judgment  in  the  Company's  best  interests.  Engaging  in  any  conduct  that
represents a conflict of interest is strictly prohibited.


Accurate Periodic Reports
As you are aware, full, fair, accurate, timely and understandable disclosures in
the  Company's  periodic  reports is legally  required  and is  essential to the
success  of its  business.  Please  exercise  the  highest  standard  of care in
preparing such reports in accordance with the following guidelines:

All accounting records, as well as reports produced from those records,  must be
in accordance with the laws of each applicable jurisdiction.

All records must fairly and accurately  reflect the  transactions or occurrences
to which they relate.

All records  must fairly and  accurately  reflect,  in  reasonable  detail,  the
company assets, liabilities, revenues and expenses.

The Company  accounting  records  must not  contain  any false or  intentionally
misleading entries.

No transactions should be intentionally misclassified as to accounts,
departments or accounting periods.

All  transactions  must be supported  by accurate  documentation  in  reasonable
detail and recorded in the proper account and in the proper accounting period.

No information should be concealed from the internal auditors or the independent
auditors.

Compliance with the Company system of internal accounting controls is required.


Compliance
You are  expected  to comply  with both the letter and spirit of all  applicable
governmental laws, rules and regulations.

If you fail to comply with this Code and/or with any  applicable  laws, you will
be subject to disciplinary  measures,  up to and including  immediate  discharge
from Micropac.