SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10 QSB

OMB Approval
OMB Number XXXX-XXXX
Expires Approval Pending
Estimated Average Burden Hours Per Response 1.0


             Quarterly Report Pursuant to Under Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

                       for the Quarter Ended May 31, 2008


              For the Transition Period from_________ to _________
                          Commission File Number 0-5109


                            MICROPAC INDUSTRIES, INC.




Delaware                                                  75-1225149
------------------------                       ---------------------------------
(State of Incorporation)                       (IRS Employer Identification No.)

905 E. Walnut, Garland, Texas                                      75040
-----------------------------                                 ------------------
(Address of Principal Executive Office)                          (Zip Code)

Registrant's Telephone Number, including Area Code             (972) 272-3571
                                                              ------------------

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act of 1934 during the past 12 months (or for such
shorter period that the  registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.


Yes      X                                                      No
   -------------                                                   -------------



On May 31,  2008,  2,578,315  shares  of  Common  Stock,  $.10  par  value  were
outstanding.












                                       1
<PAGE>

                            MICROPAC INDUSTRIES, INC.

                                   FORM 10-QSB

                                  MAY 31, 2008

                                      INDEX

PART I   - FINANCIAL INFORMATION

           ITEM 1 -   FINANCIAL STATEMENTS

                           Condensed  Statements  of  Operations  for the  three
                           months and six months  ended May 31, 2008 and May 26,
                           2007
                           Condensed  Balance  Sheets  as of May  31,  2008  and
                           November 30, 2007
                           Condensed Statements of Cash Flows for the six months
                           ended May 31, 2008 and May 26, 2007
                           Notes to Financial Statements

           ITEM 2 -   MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL
                           CONDITION AND RESULTS OF OPERATIONS

           ITEM 3-    CONTROLS AND PROCEDURES



PART II  - OTHER INFORMATION

           ITEM 1 -   LEGAL PROCEEDINGS
           ITEM 2 -   CHANGES IN SECURITIES
           ITEM 3 -   DEFAULTS UPON SENIOR SECURITIES
           ITEM 4 -   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
           ITEM 5 -   OTHER INFORMATION
           ITEM 6 -   EXHIBITS AND REPORTS ON FORM 8-K

                    (a) Exhibits

                  31.1     Certification of Chief Executive  Officer pursuant to
                           Section 302 of the Sarbanes- Oxley Act of 2002

                  31.2     Certification of Chief Accounting Officer pursuant to
                           Section 302 of the Sarbanes- Oxley Act of 2002

                  32.1     Certification of Chief Executive  Officer pursuant to
                           18  U.S.C.  section  1350,  as  adopted  pursuant  to
                           section 906 of the Sarbanes-Oxley act of 2002.

                  32.2     Certification of Chief Accounting Officer pursuant to
                           18 U. S. C.  section  1350,  as adopted  pursuant  to
                           section 906 of the Sarbanes-Oxley act of 2002.


                    (b) Reports on Form 8-K



SIGNATURES





                                       2
<PAGE>
<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS



                            MICROPAC INDUSTRIES, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                    (Dollars in thousands except share data)
                                   (Unaudited)



                                                           Statement of Operations       Statement of Operations
                                                           For three months ended             Year-to-date
                                                           05/31/08       05/26/07       05/31/08       05/26/07
                                                         -----------    -----------    -----------    -----------
<S>                                                      <C>            <C>            <C>            <C>
NET SALES                                                $     4,597    $     4,447    $     8,782    $     8,698


COST AND EXPENSES:

    Cost of goods sold                                        (3,189)        (3,012)        (6,102)        (5,959)

    Research and development                                    (123)           (90)          (217)          (190)

    Selling, general & administrative expenses                  (812)          (859)        (1,592)        (1,585)
                                                         -----------    -----------    -----------    -----------

                       Total cost and expenses                (4,124)        (3,961)        (7,911)        (7,734)
                                                         -----------    -----------    -----------    -----------


OPERATING INCOME BEFORE INTEREST                                 473            486            871            964
           AND INCOME TAXES

    Interest income                                               23             49             92             95
                                                         -----------    -----------    -----------    -----------

INCOME BEFORE TAXES                                      $       496    $       535    $       963    $     1,059

    Provision for taxes                                         (179)          (203)          (347)          (402)
                                                         -----------    -----------    -----------    -----------

NET INCOME                                               $       317    $       332    $       616    $       657
                                                         ===========    ===========    ===========    ===========

NET INCOME PER SHARE, BASIC AND DILUTED                  $       .12    $       .13    $       .24    $       .25

DIVIDENDS PER SHARE                                      $         0    $         0    $       .10    $       .10


WEIGHTED AVERAGE OF SHARES, Basic and diluted              2,578,315      2,578,315      2,578,315      2,578,315


                See accompanying notes to financial statements.



These  statements  reflect all adjustments  which, in the opinion of management,
are necessary for fair statement of the results for the interim period.



                                       3
<PAGE>

                            MICROPAC INDUSTRIES, INC.
                            CONDENSED BALANCE SHEETS
                             (Dollars in thousands)

                                     ASSETS

                                                                      (Unaudited)
CURRENT ASSETS                                                          5/31/08     11/30/07
                                                                        --------    --------

     Cash and cash equivalents                                          $  5,767    $  4,394
     Short term investments                                                  504       2,021
        Receivables, net of allowance for doubtful accounts of $89 on      2,709       2,415
                May 31, 2008 and $89 on November 30, 2007
     Inventories:
         Raw materials                                                     1,650       1,588
         Work-in process                                                   2,148       2,455
                                                                        --------    --------
     Total inventories                                                     3,798       4,043
     Prepaid expenses and other current assets                               113          69
     Deferred income tax                                                     659         659
                                                                        --------    --------
                          Total current assets                            13,550      13,601
                                                                        --------    --------

PROPERTY, PLANT AND EQUIPMENT, at cost:
     Land                                                                     80          80
     Buildings                                                               498         498
     Facility improvements                                                   796         796
     Machinery and equipment                                               6,221       6,119
     Furniture and fixtures                                                  595         584
                                                                        --------    --------
                          Total property, plant, and equipment             8,190       8,077
         Less accumulated depreciation                                    (6,945)     (6,843)
                                                                        --------    --------
                          Net property, plant, and equipment               1,245       1,234
                                                                        --------    --------



                          Total assets                                  $ 14,795    $ 14,835
                                                                        ========    ========

                          LIABILITIES AND SHAREHOLDERS'
EQUITY

CURRENT LIABILITIES:
     Accounts payable                                                   $    686    $    608
     Accrued compensation                                                    386         544
     Other accrued liabilities                                               174         194
        Deferred revenue                                                      87         323
     Income taxes payable                                                    173         235
                                                                        --------    --------
                          Total current liabilities                        1,506       1,904
                                                                        --------    --------

DEFERRED INCOME TAXES                                                        116         116

SHAREHOLDERS' EQUITY
     Common stock, ($.10 par value), authorized 10,000,000 shares,           308         308
          3,078,315 issued 2,578,315 outstanding at May 31, 2008 and
            November 30, 2007
     Paid-in capital                                                         885         885
       Treasury stock, 500,000 shares, at cost                            (1,250)     (1,250)
     Retained earnings                                                    13,230      12,872
                                                                        --------    --------

                          Total shareholders' equity                      13,173      12,815
                                                                        --------    --------

                          Total liabilities and shareholders' equity    $ 14,795    $ 14,835
                                                                        ========    ========





                 See accompanying notes to financial statements.


These  statements  reflect all adjustments  which, in the opinion of management,
are necessary for fair statement of the results for the interim period.



                                       4
<PAGE>


                            MICROPAC INDUSTRIES, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                   (Unaudited)
                                                                       Six months ended
                                                                      05/31/08   05/26/07
                                                                      --------   --------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                            $   616    $   657
Adjustments to reconcile net income to
      cash from operating activities:
          Depreciation and amortization                                   127        122

          Gain on sale of equipment                                        (3)      --

      Changes in current assets and liabilities:
          Increase in accounts receivable                                (294)       (92)
          Decrease in inventories                                         245        377
          Increase in prepaid expenses and other current assets           (44)        (8)
          Decrease (increase) in income taxes, payable and deferred       (62)        45
          Increase in accounts payable                                     78         60
          Decrease in accrued compensation                               (158)      (121)
          (Decrease) increase in other accrued liabilities
               and deferred revenue                                      (256)        64
                                                                      -------    -------
            Net cash provided by operating activities                     249      1,104
                                                                      -------    -------


CASH FLOWS FROM INVESTING ACTIVITIES:
         Decrease (increase) in short term investments                  1,517       (204)
         Proceeds from the sale of equipment                                9       --
         Additions to property, plant and equipment                      (144)      (172)
                                                                      -------    -------
            Net cash used (from) in investing activities                1,382       (376)
                                                                      -------    -------



CASH FLOWS FROM FINANCING ACTIVITIES
         Cash dividend                                                   (258)      (258)
                                                                      -------    -------
            Net cash used in financing activities                        (258)      (258)
                                                                      -------    -------

            Net change in cash and cash equivalents                     1,373        470

Cash and cash equivalents at beginning of period                        4,394      2,558
                                                                      -------    -------

Cash and cash equivalents at end of period                            $ 5,767    $ 3,028
                                                                      =======    =======

Supplemental Cash Flow Disclosure:

         Cash paid for income taxes                                   $   406    $   356
                                                                      =======    =======


</TABLE>


                 See accompanying notes to financial statements.



These statements  reflect all adjustments,  which, in the opinion of management,
are necessary for fair statement of the results for the interim period.




                                       5
<PAGE>



                            MICROPAC INDUSTRIES, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1

In the opinion of management,  the unaudited  financial  statements  include all
adjustments  (consisting  of only normal,  recurring  adjustments)  necessary to
present fairly the financial position as of May 31, 2008, the cash flows for the
six months  ended May 31, 2008 and May 26, 2007,  and the results of  operations
for the  three  months  and six  months  ended  May 31,  2008 and May 26,  2007.
Unaudited financial statements are prepared on a basis substantially  consistent
with those audited for the year ended November 30, 2007. Certain information and
footnote  disclosures  normally  included in  financial  statements  prepared in
accordance with generally  accepted  accounting  principles in the United States
have been condensed or omitted pursuant to the rules and regulations promulgated
by the Securities and Exchange Commission. However, management believes that the
disclosures  contained  are  adequate  to make  the  information  presented  not
misleading.

Note 2

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  requires  management to make estimates
and assumptions  that affect the reported  amounts of assets and liabilities and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported  amounts of sales and expenses  during the reporting
period. Actual results could differ from those estimates.

Note 3

On December  22,  2006,  the Board of  Directors  of Micropac  Industries,  Inc.
approved the payment of a $.10 per share dividend to all  shareholders of record
on January 26, 2007. The dividend  payment was paid to  shareholders on February
9, 2007.

On December  19,  2007,  the Board of  Directors  of Micropac  Industries,  Inc.
approved the payment of a $.10 per share dividend to all  shareholders of record
on January 25, 2008. The dividend  payment was paid to  shareholders on February
8, 2008.

On January 23, 2008, Mr. Nadolsky  announced his plan not to run for re-election
as a Director  and  Chairman  of the Board of  Micropac  Industries,  Inc.  (the
"Company")  due to  health  reasons.  Mr.  Nadolsky  continued  to serve in such
positions until the Company's Annual Shareholder Meeting on March 7, 2008.

Note 4

On March 1, 2001,  the Company's  shareholders  approved the 2001 Employee Stock
Option Plan (the "Stock  Plan").  As of May 31, 2008 there were 500,000  options
available to be granted. No options have been granted to date.

Note 5

On June 1, 2008 the  Company  renewed  an  uncollateralized  $3,000,000  line of
credit  agreement with a bank for a term of two (2) years.  The interest rate is
equal to the prime rate less 1/4%. The line of credit  requires that the Company
maintain certain financial ratios.  The financial  covenants require the Company
to  maintain  a quick  ratio of at least 1:1,  maintain a tangible  net worth of
$10,000,000 plus 75% of future net income,  and maintain a total  liabilities to
tangible net worth of less than 1.25:1.  The Company is in compliance with these
covenants.  The  Company  has not, to date,  used any of the  available  line of
credit.

Note 6

Basic and  diluted  earnings  per share are  computed  based  upon the  weighted
average number of shares outstanding during the year. Diluted earnings per share
gives effect to all dilutive potential common shares. For the three months ended
May 31, 2008 and May 26,  2007,  the Company  had no dilutive  potential  common
stock.

Note 7

Glast,  Phillips & Murray, P.C. serves as the Company's legal counsel. Mr. James
K. Murphey, a director and member of the Company's audit committee,  is a member
of Glast, Phillips & Murray, P.C.



                                       6
<PAGE>
<TABLE>
<CAPTION>

                            MICROPAC INDUSTRIES, INC.
                                   (Unaudited)


ITEM 2 -  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF THE FINANCIAL  CONDITION AND
          RESULTS OF OPERATIONS

Business

Micropac Industries, Inc. (the "Company"), a Delaware corporation,  manufactures
and distributes various types of hybrid  microelectronic  circuits,  solid state
relays,  power  operational  amplifiers,   and  optoelectronic   components  and
assemblies.  The  Company's  products are used as components in a broad range of
military,  space and industrial systems,  including aircraft instrumentation and
navigation systems,  power supplies,  electronic  controls,  computers,  medical
devices,  and  high-temperature  (200o C) products.  The Company's  products are
either custom (being application  specific circuits designed and manufactured to
meet the particular requirements of a single customer) or standard,  proprietary
components such as catalog items.

Results of Operations


                                                  Three months ended         Year to Date
                                                5/31/2008    5/26/2007   5/31/2008   5/26/2007
                                                ---------    ---------   ---------   ---------
<S>                                             <C>          <C>         <C>         <C>
NET SALES                                         100.00%      100.00%     100.00%     100.00%

COST AND EXPENSES:
    Cost of Goods Sold                             69.37%       67.73%      69.48%      68.51%
    Research and development                        2.68%        2.02%       2.47%       2.18%
    Selling, general & administrative expenses     17.66%       19.32%      18.13%      18.22%

                       Total cost and expenses     89.71%       89.07%      90.08%      88.91%


OPERATING INCOME BEFORE INTEREST                   10.29%       10.93%       9.92%      11.09%
           AND INCOME TAXES

    Interest income                                  .50%        1.10%       1.05%       1.09%

INCOME BEFORE TAXES                                10.79%       12.03%      10.97%      12.18%

    Provision for taxes                             4.11%        4.56%       4.17%       4.62%

NET INCOME                                          6.68%        7.47%       6.80%       7.56%

</TABLE>

Sales  for the  second  quarter  and six  months  ended  May  26,  2008  totaled
$4,597,000 and $8,782,000,  respectively. Sales for the second quarter increased
3.4% or $150,000  above  sales for the same period of 2007,  while sales for the
first six months of 2008 increased 1.0% or $84,000 above the first six months of
2007. Sales were 16% in the commercial  market,  61% in the military market, and
23% in the space market for the six months ending May 31, 2008.

Cost of goods sold for the second  quarter 2008 versus 2007  totaled  69.37% and
67.73% of net sales,  respectively,  while cost of goods sold for the six months
of the comparable  period totaled 69.48% and 68.51%,  respectively.  The cost of
goods sold increase is attributable to changes in product mix.

Selling,  general and  administrative  expenses for the second quarter and first
six  months  of 2008  totaled  17.66%  and  18.13% of net  sales,  respectively,
compared  to 19.32% and 18.22% for the same  period in 2007.  In actual  dollars
expensed,  selling, general and administrative expenses increased $7,000 for the
first six months of 2008, versus 2007.

Net income for the second  quarter and year to date 2008  totaled  $317,000  and
$616,000,  respectively,  compared to $332,000 and  $657,000 for the  comparable
periods in 2007.  Net income per share totaled $.24 and $.25 for the  comparable
six months of 2008 and 2007, respectively.



                                       7
<PAGE>

Total  assets  decreased  $40,000  to  $14,795,000  as  of  May  31,  2008  from
$14,835,000  as of  November  30,  2007 with a decrease  in cash and  short-term
investments of $144,000,  inventory  decrease of $245,000,  accounts  receivable
increase of $294,000, increase in prepaid expense of $44,000, and an increase in
net property, plant, and equipment of $11,000.

Accounts receivable, net totaled $2,709,000 as of May 31, 2008 and represents an
increase of $294,000 since November 30, 2007.

Inventories totaled $3,798,000 at the end of the second quarter 2008 compared to
$4,043,000  on  November  30,  2007,  a  decrease  of  $245,000.  Raw  materials
inventories  increased  $62,000 since November 30, 2007,  while  work-in-process
inventories decreased $307,000.

Liabilities  totaled  $1,622,000  on May 31,  2008  representing  a decrease  of
$398,000  from  November  30,  2007;  primarily  associated  with an increase in
accounts  payable of  $78,000,  a decrease of  $158,000  in accrued  payroll,  a
decrease  of $62,000 in  provision  for income  taxes,  a decrease  in  deferred
revenue of $236,000, and a decrease of $20,000 in other accrued liabilities.

Shareholders'  equity  increased  $358,000  in the  first  six  months  of 2008.
Earnings per share for the six month period totaled $.24 per share.

Liquidity and Capital Resources

Cash and short-term  investments as of May 31, 2008 totaled $6,271,000  compared
to  $6,415,000  on November 30,  2007,  a decrease of  $144,000.  Cash flow from
operations  was $249,000 for the first six months  offset by a cash  dividend of
$258,000,  $144,000 invested in automated  production and test equipment,  and a
source of cash of $1,517,000 from short term investments.

On June 1, 2008 the  Company  renewed  an  uncollateralized  $3,000,000  line of
credit  agreement with a bank. The interest rate is equal to the prime rate less
1/4%. The line of credit requires that the Company  maintain  certain  financial
ratios. The financial covenants require the Company to maintain a quick ratio of
at least 1:1,  maintain a tangible net worth of  $10,000,000  plus 75% of future
net income,  and maintain a total liabilities to tangible net worth of less than
1.25:1. The Company is in compliance with these covenants.  The Company has not,
to date, used any of the available line of credit.

The  Company  expects  to  generate  adequate  amounts  of cash from the sale of
products and services and the collection thereof to meet its liquidity needs.

Outlook

New orders for the second quarter and year-to-date  2008 totaled  $4,891,000 and
$9,733,000,   respectively,  compared  to  $4,260,000  and  $8,370,000  for  the
comparable periods of 2007 or an increase of 14.8% and 16.3% respectively.

Backlog totaled $11,871,000 on May 31, 2008 compared to $9,733,000 as of May 26,
2007 and  $7,918,000  on  November  30,  2007.  The  majority  of the backlog is
expected to be shipped in the next twelve (12) months and  represents a good mix
of the company's products and technologies with 8% in the commercial market, 47%
in the  military  market,  and 45% in the space  market  compared  to 11% in the
commercial  market,  64% in the military market, and 25% in the space market for
the same period of 2007.  The major  increase  was in the space market for solid
state relays and solid state power controllers products with new orders totaling
$3,100,000.

The Company  cannot assure that the results of operations for the interim period
presented  are   indicative  of  total  results  for  the  entire  year  due  to
fluctuations  in customer  delivery  schedules,  or other factors over which the
Company has no control.

Cautionary Statement

This Form 10-QSB contains  forward-looking  statements that are made pursuant to
the safe harbor  provisions of the Private  Securities  Litigation Reform Act of
1995.  Actual  results  could  differ  materially.  Investors  are  warned  that
forward-looking  statements involve risks and unknown factors including, but not
limited to, customer cancellation or rescheduling of orders,  problems affecting
delivery  of  vendor-supplied   raw  materials  and  components,   unanticipated
manufacturing problems and availability of direct labor resources.

Such  risks  and  uncertainties  include,  but are  not  limited  to  historical
volatility  and  cyclicality  of the  semiconductor  and  semiconductor  capital
equipment  markets that are subject to significant and often rapid increases and
decreases in demand. In addition, the Company produces silicon  phototransistors
and light  emitting diode die for use in certain  military,  standard and custom
products.  Fabrication  efforts sometimes may not result in successful  results,
limiting the  availability of these  components.  Competitors  offer  commercial
level  alternatives and our customers may purchase our competitors'  products if
the Company is not able to manufacture the products using these  technologies to
meet the customer demands.  Approximately $1,700,000 of the Company's backlog is
dependent on these semiconductors.



                                       8
<PAGE>

The  Company  disclaims  any   responsibility  to  update  the   forward-looking
statements contained herein, except as may be required by law.


ITEM 3. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

         The Chief Executive  Officer and Chief Financial Officer of the Company
         evaluated the Company's  disclosure controls and procedures (as defined
         in Exchange Act Rules 13a-15 (e) as of May 31, 2008 and,  based on this
         evaluation,  concluded  that  the  Company's  disclosure  controls  and
         procedures are  functioning  in an effective  manner to ensure that the
         information required to be disclosed by the Company in the reports that
         it files or submits  under the Exchange  Act, is  recorded,  processed,
         summarized and reported, within the time periods specified in the SEC's
         rules and forms. .

(b) Changes in internal controls.

         There  has  been no  change  in the  Company's  internal  control  over
         financial  reporting  that has  materially  affected,  or is reasonably
         likely to  materially  affect,  the  Company's  internal  control  over
         financial reporting.


PART II - OTHER INFORMATION

ITEM 1.           LEGAL PROCEEDINGS
                  -----------------

                  The Company is not involved in any material current or pending
                  legal proceedings.

ITEM 2.           CHANGES IN SECURITIES
                  ---------------------

                  None

ITEM 3.           DEFAULTS UPON SENIOR SECURITIES
                  -------------------------------

                  None

ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                  ---------------------------------------------------

                  None

ITEM 5.           OTHER INFORMATION
                  -----------------

                  None





ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K
                  --------------------------------

                               (a) Exhibits

                  31.1     Certification of Chief Executive  Officer pursuant to
                           Section 302 of the Sarbanes- Oxley Act of 2002

                  31.2     Certification of Chief Accounting Officer pursuant to
                           Section 302 of the Sarbanes- Oxley Act of 2002

                  32.1     Certification of Chief Executive  Officer pursuant to
                           18  U.S.C.  section  1350,  as  adopted  pursuant  to
                           section 906 of the Sarbanes-Oxley act of 2002.

                  32.2     Certification of Chief Accounting Officer pursuant to
                           18 U. S. C.  section  1350,  as adopted  pursuant  to
                           section 906 of the Sarbanes-Oxley act of 2002.



                                       9
<PAGE>

                  (b) Reports on Form 8-K

                  On  December  19,  2007,  the Board of  Directors  of Micropac
                  Industries,  Inc.  approved  the  payment  of a $.10 per share
                  dividend to all  shareholders  of record on January 25,  2008.
                  The dividend  payment was paid to  shareholders on February 8,
                  2008.

                  On January 23, 2008,  Mr.  Nadolsky  announced his plan not to
                  run for re-election as a Director and Chairman of the Board of
                  Micropac  Industries,  Inc.  (the  "Company")  due  to  health
                  reasons.  Mr.  Nadolsky  continued to serve in such  positions
                  until the Company's Annual  Shareholder  Meeting held on March
                  7, 2008.








SIGNATURES

                  Pursuant to the requirements of the Securities Exchange Act of
                  1934,  the Registrant has duly caused this report to be signed
                  on its behalf by the undersigned duly authorized.



                            MICROPAC INDUSTRIES, INC.



July 15, 2008                             /s/ Mark King
-------------                             -------------
Date                                      Mark King
                                          Chief Executive Officer





July 15, 2008                             /s/ Patrick Cefalu
-------------                             ------------------
Date                                      Patrick Cefalu
                                          Chief Financial Officer






















                                       10
<PAGE>