Exhibit 10.5

                              EMPLOYMENT AGREEMENT

         This  Employment  Agreement  ("Agreement"),  made  as of the 2nd day of
February  2004,  is  by  and  between  Micropac  Industries,  Inc.,  a  Delaware
corporation  (the  "Company")  and Mark W. King, an  individual  and resident of
Texas  (the  "Employee")  (the  Company  and the  Employee  herein  referred  to
collectively as the "Parties").

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

         WHEREAS,  the Company  desires to retain the employment of the Employee
and the Employee  desires to continue his 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
Executive  Vice-President and Chief Operating  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 10, the term of this  Agreement  ("Term") shall commence from the date
set forth above,  and shall continue until  termination  occurs,  or until a new
agreement mutually satisfactory to both parties is executed.

3. DUTIES.

         (a)      During  the term of this  Agreement,  the  Company  agrees  to
                  provide Employee with 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
                  his job duties.

         (b)      The Employee agrees to perform the duties  normally  performed
                  by the Executive Vice-President and Chief Operating Officer of
                  a  Corporation,  and as  directed by the  President  and Chief
                  Executive  Officer  of the  Company.  The  Employee  agrees to
                  perform such duties  faithfully and to the best of his ability
                  and to devote all of his time during normal  business hours to
                  the conduct of the Company's business.




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4.  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 One Hundred Fifty Thousand Dollars  ($150,000),  paid weekly. The
base  salary of  Employee  will be  reviewed  each year  during the term of this
agreement by the Company's  President and CEO.  Salary may be adjusted  based on
Employee's performance.  In no event shall the base salary be reduced.  Employee
will be eligible to  participate  in any bonus plan  recommended  by the CEO and
approved by the Board of Directors.

BENEFIT PLANS
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         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 health, disability and life insurance coverage premiums during the Term;
and  will  contribute  to the  Employee's  401K  Plan  in  accordance  with  the
provisions of that Plan.

         Employee  shall be  entitled  each  twelve  (12)  month  period to paid
vacation time in accordance with the Company's vacation policy. If Employee does
not utilize  earned  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.

5.  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 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
requires.

6. EMPLOYEE LOYALTY.  Employee shall devote his entire productive time,  energy,
ability and attention to the  performance of the duties expected to be performed
by Employee  throughout  the term of his 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  his
employment  with  the  Company,  without  the  prior,  written  consent  of  the
management of the Company.

7. EMPLOYEE'S BEST EFFORTS  REQUIRED.  Employee agrees that he at all times will
perform faithfully,  industriously,  and to the best of his 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. The President
and Chief Executive Officer may from time to time make reasonable  modifications
to the Employee's duties and  responsibilities so long as such modifications are
not unreasonably burdensome to employee.



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8. TRADE SECRETS.  Employee  acknowledges  that, in the course of performing the
duties  described  herein,  he 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 his 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 his 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 he 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 he 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.

9. 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 two (2) years  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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         c. Enforcement of Covenants. Employee expressly acknowledges and agrees
         that the  provisions  contained  in Section 8 and  Section 9 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 8 and Section 9 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  8 and  Section  9 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  8 and  Section 9 .
         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 8 and  Section 9 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  8  and  Section  9  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 8 and
         Section 9 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.

10. 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 his 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 one
         hundred eighty (180) days written notice. Such notice will be effective
         as of the end of such one hundred  eighty  (180)  days.  If Employee or
         Company elects to terminate  this  Agreement his right to  compensation
         shall cease on the effective date of the termination.

11.  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.

12. 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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13.  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.

14. 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.

15. 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 expiration of such six
(6) months,  except the  provisions of  Restrictive  Covenants,  Section 8 and 9
shall remain in force.

16.  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.

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

18.  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.

19. 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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20.  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.

21.  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.

22. 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 his 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: /s/ Mark King                                      By: /s/ Connie Wood
-------------------                                    -------------------------
Name:  Mark W. King                                    Name:  Connie Wood
Title: Employee                                        Title: CEO & President




















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