Exhibit 10.3

                              EMPLOYMENT AGREEMENT

         This Employment Agreement ("Agreement"),  made as of the 1ST day of May
2002, is by and between Micropac  Industries,  Inc., a Delaware corporation (the
"Company")  and  Connie  Wood  ,  an  individual  and  resident  of  Texas  (the
"Employee") (the Company and the Employee herein referred to collectively as the
"Parties").

         WHEREAS,  Employee is the President and Chief Executive  Officer of the
Company.

         WHEREAS,  the Company  desires to retain the employment of the Employee
and the Employee  desires to continue her employment  with the Company under the
terms and conditions as hereinafter set forth,

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein, the Parties hereto agree as follows:

1.  EMPLOYMENT.  The  Company  hereby  employs the  Employee in the  capacity of
President and Chief  Executive  Officer,  and the Employee  hereby  accepts such
employment upon the terms and conditions hereinafter set forth.

2. TERM.  Subject to the provisions  for  termination  hereinafter  set forth in
Paragraph 13, the term of this  Agreement  ("Term") shall commence from the date
set forth above, and shall continue until termination occurs.

3. DUTIES.

         (a)      During  the term of this  Agreement,  the  Company  agrees  to
                  provide  Employee with training and information  (much, if not
                  all,  of  which  is  confidential  and/or  proprietary  and/or
                  contains  trade  secrets of the  Company)  which  will  enable
                  Employee to perform her job duties.

         (b)      The Employee agrees to perform the duties  normally  performed
                  by the President and Chief Executive  Officer of a Corporation
                  and to perform such duties as are assigned to her from time to
                  time by the Board of Directors  of the  Company,  or any other
                  person  authorized  by the Board of  Directors.  The  Employee
                  agrees to perform  such duties  faithfully  and to the best of
                  her ability and to devote a reasonable  portion of her time to
                  the conduct of the Company's business.

4. ACTIONS  REQUIRING  APPROVAL.  The  following  actions by the Employee  shall
require the prior written approval of the Board of Directors of the Company:

         (a)      the  acquisition,  disposal,  mortgage or  encumbrance of real
                  property  or  buildings  (including  any  lease  of such  real
                  property);



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         (b)      the  acquisition  of  any  fixed  asset  at a  cost  exceeding
                  $50,000.00.

         (c)      contracting  for the  performance of building or  construction
                  work at a cost exceeding $50,000.00.

         (d)      the  establishment  or closing  down of branch  offices of the
                  Company;

         (e)      the entering  into,  termination  of or  alteration of tenancy
                  agreements,  leases or agreements to lease at costs  exceeding
                  $50,000.00 per annum.

         (f)      the  entering  into,  termination  of  or  alteration  of  any
                  agreements  under  which the  Company  agrees to  perform  its
                  business,  whether  in whole or in part,  for the  benefit  of
                  another  person or company;  beyond the normal  conduct of the
                  business;

         (g)      the entering into guarantees not usual in the type of business
                  carried on by the Company from time to time.

         (h)      the  drawing  or  accepting  of  drafts or  promissory  notes,
                  excluding checks;

         (i)      the  granting  or  obtaining  of credit or loans which are not
                  normal to the  running  of the  business  or which  exceed the
                  credit limits granted to the Company;

         (j)      the entering  into,  termination or alteration of contracts of
                  employment  involving  Vice  Presidents  or  Officers  of  the
                  Corporation.

         (k)      the granting of any payment, allowance or other benefit to any
                  employee  where  such  grant is made  upon,  from or after the
                  termination  through may cause of that  employee's  employment
                  with the Company; exceeding $50,000.00;

         (l)      the granting or withdrawal of the Company's  Power of Attorney
                  to or from any person;

         (m)      the making to or with any person of a  promise,  agreement  or
                  representation  relating to participation of the person in the
                  turnover or profits of the Company;

         (n)      entering into  financial  transactions  with a shareholder  or
                  manager  of  the  Company  and  establishing  salaries  and/or
                  remunerations of board members;

         (o)      the entering  into  consultancy  agreements or agreements of a
                  similar nature;

         (p)      the purchase or disposal of shares in any company.





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         (q)      the  purchase or disposal of an  enterprise,  as a whole or in
                  part.


         (R))     new product development  programs with budgets over $50,000.00
                  per year.


5.  COMPENSATION  AND BENEFIT  PLANS.  As  compensation  for the  services to be
rendered by the  Employee to the Company,  the Company  agrees to pay Employee a
base salary of $156,000 per year ("Base Salary").  Upon the request of Employee,
the Board of Directors of Company  shall  consider  increasing  Employee's  Base
Salary by Twenty-Five Thousand Dollars ($25,000) per year.

BENEFIT PLANS
-------------

         Employee  shall be entitled to  participate  (if Employee so elects) in
any group life, disability,  health or similar insurance program established for
employees of Company or any retirement,  pension and profit sharing plan for the
benefit of  employees  of the  Company.  The  Company  shall pay the  Employee's
monthly disability insurance coverage premiums during the Term.

         Employee  shall be entitled  each twelve (12) month  period to five (5)
weeks vacation and all Company  holidays  during which vacation and holidays her
compensation  shall be paid in full. If Employee does not utilize five (5) weeks
vacation in any twelve (12) month  period (both prior to and  subsequent  to the
date of this  Agreement),  Employee may carry over any unused  vacation  time to
subsequent  periods or elect to be paid for such unused vacation time.  Employee
shall,  if requested,  notify the Company's Board of Directors in advance of the
dates  of  vacation  times  designated  by  Employee,  which  times  shall be at
Employee's discretion.

6.  REIMBURSEMENT  OF EXPENSES.  The Employee is authorized to incur  reasonable
business  expenses,  subject to  approval  by the  Company,  for  promoting  the
business of the Company,  including  expenditures for  entertainment,  gifts and
travel. The Company will reimburse the Employee periodically, in accordance with
the  policy  of the  Company;  for all such  expenses  approved  by the  Company
provided  that the Employee  presents to the Company such  documentation  as the
Company may from time to time require.

7. EMPLOYEE LOYALTY.  Employee shall devote her entire productive time,  energy,
ability and attention to the  performance of the duties expected to be performed
by Employee  throughout  the term of her employment  with the Company.  Employee
shall not directly or indirectly render any services, or become interested in or
associated  with any  individual,  business,  corporation,  partnership or other
entity, or any other organization which is in any manner in competition with the
Company,  whether  for  compensation  or  otherwise,  during  the  term  of  her
employment  with  the  Company,  without  the  prior,  written  consent  of  the
management of the Company.

8. EMPLOYEE'S BEST EFFORTS REQUIRED.  Employee agrees that she at all times will
perform faithfully,  industriously,  and to the best of her ability,  experience
and talent,  all duties that may be required of Employee pursuant to the express
and  implicit  terms  of  this  Agreement.  Such  duties  may be set  out in the
Company's rules, regulations or instructions from time to time.




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9. TRADE SECRETS.  Employee  acknowledges  that, in the course of performing the
duties  described  herein,  she shall have access to and may be  entrusted  with
certain  information   pertaining  to  the  present  and  contemplated  business
activities of the Company.  Employee  acknowledges  that this  information is of
great value and necessary for Employee to perform her services effectively,  and
that the disclosure of such  information to any other party would be detrimental
to the  interests of the Company,  which  information  includes,  but may not be
limited to, all files,  records,  documents,  training and operational  manuals,
research,   policies,  plans,  systems,  lists,  charts,  names,  addresses  and
telephone  numbers  of  clients  of the  Company,  compilations  of  information
relating to the business of the Company,  whether said information was generated
by a third party or by the Company , and similar items  relating to the business
of the Company,  whether  prepared by Employee during the term of this Agreement
or otherwise coming into her possession ("Trade Secrets"). Employee acknowledges
and agrees with the  Company  that such Trade  Secrets are the sole  proprietary
information  of the Company  and shall be treated by  Employee  as  confidential
information  of the  Company,  and that none of said Trade  Secrets or the facts
contained therein shall be transmitted verbally or in writing by Employee except
in the  ordinary  course  of  conducting  business  for  the  Company.  Employee
covenants and agrees with the Company that she will not, during the term of this
Agreement,  disclose  such Trade  Secrets  to any person or entity,  nor use the
Trade Secrets  other than as may  reasonably be required in the normal course of
employment  under this  Agreement;  and that she will not, after  termination of
this  Agreement,  disclose or make use of such Trade  Secrets  without the prior
written  consent of the Company.  Employee  agrees that the Trade  Secrets shall
remain  the  exclusive  property  of the  Company  and  shall  not be  copied or
reproduced in any manner  whatsoever  without the prior  written  consent of the
Company and shall be returned to the Company upon termination of this Agreement.

10. RESTRICTIVE COVENANTS.

         a.       Noncompetition by Employee. During the term of this Agreement,
                  Employee  shall  not,  directly  or  indirectly,  either as an
                  employee,    independent   contractor,    consultant,   agent,
                  principal, partner,  stockholder,  corporate officer, director
                  of any entity,  or in any other  individual or  representative
                  capacity,  without the prior  written  consent of the Company,
                  (1) engage,  either  directly or  indirectly,  in any business
                  which is in competition in any manner with that of the Company
                  or any Group Company or (2) attempt to influence any person or
                  entity  not to do  business  with  the  Company  or any  Group
                  Company.

         b.       Solicitation  of  Other  Employees  of the  Company.  Employee
                  agrees, for a period of one (l) year following the termination
                  of this Agreement, not to directly or indirectly, or by act in
                  concert  with  others,  employ or attempt to employ or solicit
                  for employment to any business  which is in  competition  with
                  that of the Company or any Group Company,  any other employees
                  of  the  Company  or  any  of the  Group  Companies  or  their
                  affiliates, or seek to influence any such persons to terminate
                  their employment with the Company, any of the Group Company or
                  their affiliates.




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<PAGE>

         c.       Enforcement of Covenants.  Employee expressly acknowledges and
                  agrees that the provisions contained in Section 10 and Section
                  11 hereof are  reasonable and necessary for the protection and
                  continued  viability of the business of the Company and that a
                  breach  by  Employee  of any of the  provisions  contained  in
                  Section  10 and  Section  11 hereof  would  cause the  Company
                  serious  loss and damage and that the  business of the Company
                  would be irreparably  harmed.  If this Agreement is terminated
                  for any reason,  and thereafter  Employee  violates any of the
                  provisions  contained  in  Section  10 and  Section 11 of this
                  Agreement,  Employee  acknowledges and agrees that the Company
                  shall have the right to immediately cease making payments that
                  may be due and owing to Employee  pursuant to this  Agreement,
                  and shall have the right to continue to withhold such payments
                  until such time as Employee  fully complies with the terms and
                  conditions  set forth in Section 10 and Section  11.  Employee
                  and the Company both acknowledge and agree that exact monetary
                  and  other  damages  in the  event of such  violations  of the
                  Agreement  are  difficult of  ascertainment,  though great and
                  irreparable,  and, as such, Employee further  acknowledges and
                  agrees  with  the  Company  that  in the  event  of a real  or
                  threatened  breach  by  Employee  of  any  of  the  provisions
                  contained  in Section 10 and  Section 11 hereof,  the  Company
                  shall be  entitled  to  commence  proceedings  in any court of
                  competent   jurisdiction   for  and  be   entitled  to  obtain
                  preliminary   or   permanent   injunctive   relief   or  other
                  appropriate  equitable  remedies,  which  rights and  remedies
                  shall be in addition to any other  rights or remedies to which
                  the Company  may be justly  entitled at law. If any portion of
                  Section 10 and Section 11 shall be  adjudicated  to be invalid
                  or unenforceable, then the Sections shall be deemed amended to
                  make the portion  comply with law or, if this is not possible,
                  to delete therefrom the portion thus adjudicated to be invalid
                  or  unenforceable,  but such deleted portion of this Agreement
                  shall  remain in effect with  respect to the  operation of the
                  Sections  in all  jurisdictions  other  than the  jurisdiction
                  which invalidates the portion deleted, without limitation.

         d.       Survival of Covenants.  The covenants  contained in Section 10
                  and Section 11 shall be construed as covenants and  agreements
                  independent of any other provision in this Agreement and shall
                  continue to bind the parties to this Agreement and survive any
                  termination of this Agreement.

13. TERM

         The Term of this  Agreement  shall be two (2) years  commencing  on the
effective  date of this  Agreement,  and  thereafter  from  year to year  unless
otherwise terminated as hereinafter provided.

                  (a) Absence from  employment or inability to perform  services
         hereunder,  caused by illness or incapacity  of Employee,  shall not be
         deemed a violation by Employee of her obligations  under Paragraph 1 of
         this  Agreement,   subject,   however,   to  the  following  terms  and
         conditions:

                           (i) If  Employee  is so absent  or unable to  perform
                  such  services  by  reason  of  illness  or  incapacity  for a
                  continuous  period  exceeding  one  hundred  fifty (150) days,
                  then, anything herein to the contrary notwithstanding, Company
                  may terminate this Agreement and all obligations of Company to
                  Employee hereunder shall cease.



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<PAGE>

                  (b) In the event of  Employee's  death during the Term of this
         Agreement, this Agreement shall terminate,  provided,  however, Company
         shall pay to  Employee's  heirs and assigns the Base Salary for six (6)
         months after Employee's death, such Base Salary to be paid at the times
         specified in Paragraph 2 herein. The amount of any salary payments paid
         while the Employee is disabled  shall be  subtracted  from such six (6)
         months.

                  (c)  This  Agreement  may be  terminated  by  Company  without
         liability prior to the expiration of the Term in the event:

                           (i) of a gross continual and  intentional  failure of
                  Employee to perform any of the material  terms and  conditions
                  of this Agreement; or

                           (ii) Employee is convicted of a felony (as defined in
                  the Texas Penal  Code) or a crime  involving  moral  turpitude
                  resulting in a non-appealable conviction by a court of law for
                  such offense.

                  (d) This  Agreement may also be terminated by either  Employee
         or the Company at any time after the initial two (2) year term by sixty
         (60 days written notice. Such notice will be effective as of the end of
         such sixty (60) days. If Employee or Company  elects to terminate  this
         Agreement her right to  compensation  shall cease on the effective date
         of the termination.

14.  NOTICE.  Any notice  required or permitted to be given  hereunder  shall be
deemed given and sufficient if addressed in writing and hand delivered or mailed
or faxed to:

         in the case of Company:

         905 E. Walnut St.
         Garland, Texas 75040


         in the case of Employee:

         905 E. Walnut St.
         Garland, Texas 75040



         Each party may change its address by written notice in accordance  with
this paragraph.

15. AMENDMENT AND MODIFICATION. This Agreement sets out the entire agreement and
the  understanding  of the  Parties  and is in  substitution  for  any  previous
contracts or understandings,  whether oral or in writing,  of employment between
the Company and the Employee,  which shall be deemed to have been  terminated by
mutual  consent.  This  Agreement  contains all of the covenants and  agreements
between the Parties with respect to such  employment  in any manner  whatsoever.
This  Agreement  may be amended or modified at any time by a subsequent  written
agreement by and between the Parties hereto.



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<PAGE>

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

17. SEVERABILITY. In the event that any portion of this Agreement may be held to
be invalid or unenforceable  for any reason, it is agreed that any invalidity or
unenforceability  shall not  affect  the  remainder  of this  Agreement  and the
remaining  provisions  shall  remain in full  force and  effect and any court of
competent  jurisdiction may so modify any invalid or unenforceable  provision of
this Agreement so as to render it valid, reasonable, and enforceable.

18. BENEFIT.  Neither this Agreement nor the Parties' obligations  hereunder are
assignable.  Provided,  however, that in the event that all or substantially all
of the assets and  liabilities of the Company are transferred to any third party
at any time  during the term of this  Agreement,  any such third  party shall be
bound by the provisions hereof; provided,  Employee may terminate this agreement
at any time after such transfer without  liability.  In the event of a sale of a
majority of the outstanding shares of the common stock, the Employee may, on the
giving of six(6) months advance notice, terminate this Agreement, in which event
neither party shall have any  obligations  hereunder at the  expectation of such
six (6) months.

19.  GOVERNING LAW AND AGREEMENT TO ARBITRATE.  This Agreement shall be governed
by and construed in accordance with the law of the State of Texas, except to the
extent such law would  require  reference  to the laws of another  jurisdiction.
Venue shall be in Dallas, Dallas County, Texas. Any disagreement, controversy or
dispute  between the Company and  Employee  arising out of, or relating to, this
Agreement or the breach thereof, or to Employee's employment with the Company or
termination  therefrom shall be resolved through  arbitration in accordance with
the  rules  of  the  American  Arbitration   Association,   Dallas,  Texas.  Any
arbitration  award of the  arbitrators  appointed to hear the  dispute,  or of a
majority  of them,  shall be final and  binding,  and a judgment  upon the award
rendered may be entered in any court, state or federal, having jurisdiction.

20. PAYMENT OF MONIES DUE EMPLOYEE.  If Employee dies prior to the expiration of
the term of this  Agreement,  any  monies  that may be due her from the  Company
under this Agreement as of the date of her death shall be paid to her executors,
administrators, heirs, personal representatives, successors and assigns pursuant
to the terms and conditions of this Agreement.

21.  COUNTERPARTS.  This Agreement may be executed in one or more  counterparts,
each of which  shall be  deemed  an  original  and all of which  together  shall
constitute one and the same instrument.

22. OTHER  INSTRUMENTS.  Each Party shall,  upon the request of the other Party,
execute,  acknowledge  and  deliver  any  and  all  instruments,   documents  or
agreements  reasonably  necessary  or  appropriate  to  carry  into  effect  the
intention of the Parties as expressed in this Agreement.




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23.  GENDER.  Whenever  the contact  shall so require,  all words  herein in any
gender  shall be  deemed to  include  the male,  female  or neuter  gender;  all
singular words shall include the plural,  and all plural words shall include the
singular.

24.  SURVIVAL  OF  PERFORMABLE  PROVISIONS.  Any  provision  of  this  Agreement
performable or to be performed after termination of this Agreement shall survive
this  Agreement  and shall  continue to be in effect  until fully  performed  or
consummated.

25. RULE OF  CONSTRUCTION.  The Parties to this Agreement  acknowledge that each
Party and its counsel have  reviewed the  Agreement  and that the normal rule of
construction, to the effect that any ambiguities that are to be resolved against
the  drafting  Party,  shall  not be  employed  in the  interpretation  of  this
Agreement or any amendments to this Agreement.



                             Signature Page Follows
















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<PAGE>

         IN WITNESS  WHEREOF,  the Employee has hereunto set her signature,  and
the Company has caused this  Agreement to be executed in its  corporate  name by
its officer, duly authorized.


EMPLOYEE:                                   EMPLOYER:

An Individual                                        Micropac Industries, Inc.

By: _________________________               By:_________________________________
Name:  Connie Wood                          Name: ______________________________
Title: Employee                             Title:______________________________





















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                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


         This first amendment ("First Amendment") is entered into between Connie
Wood ("Employee") and Micropac  Industries,  Inc. ("Company") for the purpose of
amending that certain  employment  agreement  between Employee and Company dated
May 1, 2002 (the "Employment Agreement").


1.       Employee  Compensation.   Effective  May  1,  2004,  Employee's  Annual
         Compensation shall be One Hundred Eighty Thousand Dollars ($180,000.00)
         to be paid weekly.

2.       Cost of Living  Increases.  Beginning  on May 1, 2005,  the  Employee's
         annual  compensation for the subsequent  twelve (12) month period shall
         be increased by the same  percentage as any percentage  increase in the
         Index  ("Index") (as defined  herein) for each twelve (12) month period
         beginning  on  April  31 of  each  year  and  ending  on  May 1 of  the
         subsequent  year.  The Index  shall mean the  Consumer  Price Index for
         Urban Consumers (all items)  Dallas-Fort Worth, Texas area published by
         the United States  Department of Labor,  Bureau of Labor statistics for
         the month of April, 2004.

3.       Term. The Term of the Employment Agreement is hereby extended for three
         (3) years  beginning on May 1, 2004,  subject to early  termination  as
         provided in the  Employment  Agreement.  After the  expiration  of such
         three (3) years,  either the Employee or the Company may  terminate the
         Employment  Agreement,  at any time,  by giving the other party  hereto
         ninety (90) days written notice.

         Paragraph  13(a)(1) of the  Employment  Agreement is hereby deleted and
         the following new paragraph 13(a)(1) is substituted therefore:

(1)      If Employee is absent or unable to perform  such  services by reason of
         illness or incapacity  for a continuous  period  exceeding  twelve (12)
         months, then, anything herein to the contrary notwithstanding,  Company
         may terminate  this  Agreement at any time after the expiration of such
         twelve (12) months and all obligations of Company to Employee hereunder
         shall cease.


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<PAGE>

4.       Entire  Agreement.  Except as expressly  amended hereby,  the remaining
         terms and conditions of the Employment  Agreement  shall remain in full
         force and effect.

                                            Company:

                                            Micropac Industries, Inc.



                                            By:_________________________________

                                            Name & Title:_______________________



                                            Employee:


                                            ____________________________________
                                            Connie Wood










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