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 Under Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

                     for the Quarter Ended February 26, 2005


              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 February  26, 2005,  2,578,315  shares of Common  Stock,  $.10 par value were
outstanding.


<PAGE>

                            MICROPAC INDUSTRIES, INC.

                                   FORM 10-QSB

                                FEBRUARY 26, 2005

                                      INDEX

PART I - FINANCIAL INFORMATION

         ITEM 1 -  FINANCIAL STATEMENTS

                    Condensed  Statements  of  Operations  for the three  months
                    ended February 26, 2005 and February 28, 2004
                    Condensed  Balance  Sheets  as  of  February  26,  2005  and
                    November 30, 2004
                    Condensed  Statements  of Cash  Flows for the  three  months
                    ended February 26, 2005 and February 28, 2004
                    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
                         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>

PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS


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

                                                        Statement of Income
                                                       For three months ended
                                                       2/26/05        2/28/04
                                                     -----------    -----------

NET SALES                                            $     4,313          3,510

COST AND EXPENSES:

    Cost of Goods Sold                                    (2,651)        (2,396)

    Research and development                                (116)           (43)

    Selling, general & administrative expenses              (758)          (642)
                                                     -----------    -----------

                 Total cost and expenses                  (3,525)        (3,081)


OPERATING INCOME BEFORE INTEREST                             788            429
           AND INCOME TAXES

    Interest income                                           15              3
                                                     -----------    -----------

INCOME BEFORE TAXES                                          803            432

    Provision for taxes                                     (305)          (164)
                                                     -----------    -----------

NET INCOME                                           $       498            268
                                                     ===========    ===========

NET INCOME PER SHARE, BASIC AND DILUTED              $      0.19           0.10

DIVIDENDS PER SHARE                                  $      0.12           0.05

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



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>
<TABLE>
<CAPTION>

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

                                     ASSETS

CURRENT ASSETS                                                            2/26/05      11/30/04
                                                                        ----------    ----------
<S>                                                                     <C>           <C>
   Cash and cash equivalents                                            $    1,943         1,239
   Short term investments                                                    1,912         2,507
   Receivables, net of allowance for doubtful accounts of $122 on            2,601         2,326
      February 26, 2005 and $121 on November 30, 2004
   Inventories:
      Raw materials                                                          1,361         1,354
      Work-in process                                                        1,378         1,346
                                                                        ----------    ----------
   Total Inventories                                                         2,739         2,700

   Prepaid expenses and other current assets                                    55            90
   Deferred income tax                                                         528           528
                                                                        ----------    ----------
                   Total current assets                                      9,778         9,390
                                                                        ----------    ----------

PROPERTY, PLANT AND EQUIPMENT, at cost:
   Land                                                                         80            80
   Buildings                                                                   498           498
   Facility improvements                                                       796           796
   Machinery and equipment                                                   5,266         5,200
   Furniture and fixtures                                                      481           479
                                                                        ----------    ----------
                   Total property, plant, and equipment                      7,121         7,053
       Less accumulated depreciation                                        (6,148)       (6,091)
                                                                        ----------    ----------
                    Net property, plant, and equipment                         973           962

                                    Total assets                        $   10,751        10,352
                                                                        ==========    ==========


                          LIABILITIES AND SHAREHOLDERS'
EQUITY

CURRENT LIABILITIES:
   Accounts payable                                                     $      592           387
   Accrued compensation                                                        217           488
   Other accrued liabilities                                                    99           140
      Deferred revenue                                                         545           404
   Income taxes payable                                                        482           306
                                                                        ----------    ----------
                   Total current liabilities                                 1,935         1,725
                                                                        ----------    ----------

DEFERRED INCOME TAXES                                                           72            72

SHAREHOLDERS' EQUITY
   Common stock, ($.10 par value), authorized 10,000,000 shares,               308           308
      3,078,315 issued 2,578,315 outstanding at February 26, 2005 and
      November 30, 2004
   Paid-in capital                                                             885           885
     Treasury stock, 500,000 shares, at cost                                (1,250)       (1,250)
   Retained earnings                                                         8,801         8,612
                                                                        ----------    ----------

                   Total shareholders' equity                                8,744         8,555
                                                                        ----------    ----------

                   Total liabilities and shareholders' equity           $   10,751        10,352
                                                                        ==========    ==========
</TABLE>

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>
<TABLE>
<CAPTION>

                            MICROPAC INDUSTRIES, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)
                                   (Unaudited)

                                                                          2/26/05      2/28/04
                                                                         ---------    ---------
<S>                                                                      <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Income                                                            $     498          268
   Adjustments to reconcile net income to:
       Cash from operating activities:
           Depreciation and amortization                                        57           54
       Changes in current assets and liabilities:
           Accounts receivable                                                (275)        (243)
           Inventories                                                         (39)        (160)
           Prepaid expenses and other current assets                            35           16
           Deferred revenue                                                    141          185
           Accounts payable                                                    205          249
           Accrued compensation                                               (271)         (50)
           Other accrued liabilities                                           (41)         (70)
           Income taxes payable                                                176          117
                                                                         ---------    ---------

                   Net cash provided by operating activities                   486          366

CASH FLOWS FROM INVESTING ACTIVITIES:
   Changes in investments                                                      595         (589)
   Additions to property, plant and equipment                                  (68)          (9)
                                                                         ---------    ---------

                   Net cash (used in) provided by investing activities         527         (598)

CASH FLOWS FROM FINANCING ACTIVITIES
   Cash dividend                                                              (309)        (129)
                                                                         ---------    ---------

                   Net cash (used in) financing activities                    (309)        (129)
                                                                         ---------    ---------

Net change in cash and cash equivalents                                        704         (361)

Cash and Cash Equivalents at beginning of period                             1,239        2,337
                                                                         ---------    ---------

Cash and Cash Equivalents at end of period                                   1,943        1,976
                                                                         =========    =========
Supplemental Cash Flow Disclosure

      Cash Paid For Income Taxes                                         $     125           47
                                                                         =========    =========
</TABLE>




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  consolidated  financial statements
include all  adjustments  (consisting  of only  normal,  recurring  adjustments)
necessary to present  fairly the financial  position as of February 26, 2005 and
the cash flows and the results of operations for the three months ended February
26, 2005.  Unaudited financial  statements are prepared on a basis substantially
consistent  with those  audited for the year ended  November 30,  2004.  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  29,  2004,  the Board of  Directors  of Micropac  Industries,  Inc.
approved the payment of a $.12 per share dividend to all  shareholders of record
on January 25, 2005. The dividend was paid to shareholders on February 8, 2005.

On January 8, 2004, the Board of Directors of Micropac Industries, Inc. approved
the payment of a special  dividend of $0.05 per share for shareholders of record
as of January 30, 2004. This dividend was paid to the Company's  shareholders on
February 13, 2004.


Note 4

On March 1, 2001,  the Company's  shareholders  approved the 2001 Employee Stock
Option  Plan (the "Stock  Plan").  As of  February  26, 2005 there were  500,000
options available to be granted. No options have been granted to date.


Note 5

During fiscal 2004 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 $6,250,000 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
February 26, 2005 and February 28, 2004,  the Company had no dilutive  potential
common stock.



                                       6
<PAGE>

Note 7

Effective May 1, 2004,  the Company and Ms. Wood,  Chief  Executive  Officer and
President of the Company entered into a three (3) year employment agreement at a
base salary of $180,000 per annum.

Effective  February 1, 2004, the Company and Mr. King,  Chief Operating  Officer
and  Vice  President  of the  Company  entered  into a two (2)  year  employment
agreement at a base salary of $150,000 per annum.

Effective February 1, 2004, the Company and Mr. Cefalu,  Chief Financial Officer
and  Vice  President  of the  Company  entered  into a two (2)  year  employment
agreement at a base salary of $82,000 per annum.


Note 8

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.




















                                       7
<PAGE>

                            MICROPAC INDUSTRIES, INC.
                                   (Unaudited)


ITEM 2 - MANAGEMENT  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
                                                         2/26/2005     2/28/2004
                                                        ----------    ----------
NET SALES                                                   100.00%      100.00%
COST AND EXPENSES

    Cost of sales                                           61.50%        68.30%

    Research and development                                 2.70%         1.20%
    Selling, general and administrative                     17.50%        18.30%
                                                        ----------    ----------

               Total cost and expenses                      81.70%        87.80%

OPERATING INCOME BEFORE INTEREST                            18.30%        12.20%
     AND INCOME TAXES

    Interest income                                          0.30%         0.10%
                                                        ----------    ----------

INCOME BEFORE TAXES                                         18.60%        12.30%

    Provision for taxes                                      7.10%         4.70%
                                                        ----------    ----------

NET INCOME                                                  11.50%         7.60%


Sales for the first quarter ended  February 26, 2005 totaled  $4,313,000.  Sales
for the first  quarter  increased  22.8% or  $803,000  above  sales for the same
period of 2004, based on an improved  shippable  backlog.  The increase in sales
was due to higher  demand for certain  industrial  products sold to customers in
the semiconductor  market, and increased  requirements for some of the Company's
standard  optoelectronic  and solid state relay products for  military/aerospace
and space programs.

Cost of sales for the first  quarter 2005 versus 2004 totaled 61.5% and 68.3% of
net sales.  Cost of sales  dollars  increased  $255,000 in the first  quarter of
2005,  compared  to 2004 due to  increased  volume,  offset  partially  by lower
material cost associated with product mix changes and lower overhead expenses as
a percent of sales in the first quarter, as a result of stable indirect costs on
higher sales volume.  It is  reasonable  to expect that the  Company's  overhead
expenses  will  increase  during  the  balance  of the year,  based on plans for
additional staffing and product mix of the Company's backlog.

Selling, general and administrative expenses for the first quarter of 2005
totaled 17.5%, compared to 18.3% for the same period in 2004. Selling, general
and administrative expenses increased $116,000 in the first quarter of 2005,
compared to 2004 attributable to higher selling expense associated with the
increase in sales.

Net income in the first quarter of 2005 totaled $498,000, compared to $268,000
for the comparable period in 2004. Net income per share totaled $.19 and $.10
for the comparable three months of 2005 and 2004, respectively. The increase in
net income is attributable to higher sales and lower operating and general and
administrative costs as a percent of sales.


                                       8
<PAGE>

New  orders  for the  first  quarter  of 2005  totaled  $3,946,000  compared  to
$4,941,000 for the comparable  period of 2004. The decrease is  attributable  to
reduced requirements for custom, build to print microcircuits from an industrial
customer engaged in semiconductor equipment manufacturing.  The decreased demand
for these  products is part of an  inventory  reduction  program by the customer
which is expected to continue into second half of 2005. A decrease in orders for
solid state relays and power controllers for the space markets,  compared to the
first quarter of 2004, further  contributed to the lower bookings in the current
quarter.

Backlog  totaled  $8,933,000  on February 26, 2005  compared to $5,229,000 as of
February 28,  2004.  The majority of the backlog is shippable in the next twelve
(12) months.

Total  assets  increased  $399,000 to  $10,751,000  as of February 26, 2005 from
$10,352,000  as of November  30,  2004 with an  increase in cash and  short-term
investments of $109,000,  accounts receivable increase of $275,000,  an increase
in net  property,  plant,  and  equipment  of $11,000  and a decrease in prepaid
expenses of $35,000.

Inventories  totaled $2,739,000 at the end of the first quarter 2005 compared to
$2,700,000  on  November  30,  2004,  an  increase  of  $39,000.  Raw  materials
inventories  including  supplies increased $7,000 since November 30, 2004, while
work-in-process  inventories  increased  $32,000.  The  increase in inventory is
consistent with the current business level.

Current  liabilities  totaled  $1,935,000 on February 26, 2005  representing  an
increase of $210,000  from  November  30,  2004;  primarily  associated  with an
increase in accounts  payable of $205,000 due to higher material  purchases;  an
increase of  $176,000  in income  taxes  payable,  a decrease  in other  accrued
liabilities of $41,000,  an increase in deferred revenue of $141,000 for advance
payments from customers. Accrued compensation decreased $271,000 attributable to
vacation taken by employees during plant shutdown in December and the payment of
bonuses to the Company's employees

Shareholders' equity increased $189,000 in the first three months of 2005 with a
net income of $498,000 offset by the dividend payment of $309,000.  Earnings per
share for the three month period totaled $.19 per share.

Liquidity and Capital Resources

Cash and  short-term  investments  as of February  26, 2005  totaled  $3,855,000
compared to  $3,746,000  on November  30,  2004 an  increase  of  $109,000.  The
increase in cash and short-term investments is attributable to $486,000 net cash
provided by operations, offset by the payment of a cash dividend of $309,000 and
the investment of $68,000 in equipment.

Cash flows from operating activities for the quarter ending February 26, 2005
were $486,000 compared to $366,000 for the quarter ending February 28, 2004.

A  special  cash  dividend  of  $309,000  was paid on  February  8,  2005 to all
shareholders of record on January 30, 2005.

During fiscal 2004 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 $6,250,000 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 first quarter totaled  $3,946,000  compared to $4,941,000 for
the  comparable  period of 2004. The decrease in new orders in the first quarter
is  attributable  to lower  funding  releases  on  military  and space  programs
compared  to  the  same  period  of  2004,  and  reduced   requirements  from  a
semiconductor equipment  manufacturing  customer.  Backlog totaled $8,933,000 on
February 26, 2005 compared to $5,229,000 as of February 28, 2004 and  $9,292,000
on November 30, 2004 with a significant  amount of the backlog  expected to ship
in fiscal 2005. The backlog  represents a good mix of all the Company's products
and   technologies   including   standard   and   custom   microelectronic   and
optoelectronic  components  and  assemblies,   along  with  contract  electronic
manufacturing  services  and  includes  a wide  range  of  products  sold to the
industrial, medical, military, aerospace and space markets. Approximately 66% of
the Company's  backlog is for the  military/aerospace  market;  19% is for space
applications and 15% is for industrial and medical applications.




                                       9
<PAGE>

Based on the  current  backlog,  sales in the second  quarter  are  expected  to
increase over first quarter 2005, and second quarter 2004.  While new orders are
expected to increase in the second quarter, compared to the first quarter, we do
not  expect to match the  results of the  second  quarter of 2004,  based on the
issues discussed above.

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 utilizes silicon photo transistors
and light  emitting  diode  components.  Fabrication  efforts  sometimes may not
result in the 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 $1,900,000
of the Company's backlog is dependent on these semiconductors.

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.

          As of February 26, 2005, the Company carried out an evaluation,  under
          the supervision and with  participation  of the Company's  management,
          including the Chief Executive Officer and Chief Financial Officer,  of
          the  effectiveness  of the  design  and  operation  of  the  Company's
          disclosure  controls  and  procedures  pursuant to  Exchange  Act Rule
          13a-14.  Based upon that evaluation,  the Chief Executive  Officer and
          Chief  Financial  Officer  concluded  that  the  Company's  disclosure
          controls  and  procedures  are  effective in timely  alerting  them to
          material  information  relating to the Company required to be included
          in the Company's quarterly SEC filings.

     (b)  Changes in internal controls.

          Not applicable

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



                                       10
<PAGE>

          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 U. S. C.
               section  1350,  as  adopted   pursuant  to  section  906  of  the
               Sarbanes-Oxley act of 2002.



     (b)  Form 8-K

          On December 29, 2004,  the Board of Directors of Micropac  Industries,
          Inc.  approved  the  payment  of a  $.12  per  share  dividend  to all
          shareholders  of record on January 25, 2005. This dividend was paid to
          shareholders on February 8, 2005.









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.



April 12, 2005                                            /s/ Connie Wood
--------------                                           -----------------------
Date                                                     Connie Wood
                                                         Chief Executive Officer


April 12, 2005                                            /s/ Patrick Cefalu
--------------                                           -----------------------
Date                                                     Patrick Cefalu
                                                         Chief Financial Officer




                                       11