Exhibit 10.10

McFarland, Grossman & Company
-----------------------------
Investment Bankers/Brokerage/Investment Advisors

Member NASD o SIPC

9821 Katy Freeway, Suite 500, Houston, Texas 77024
713/464-7770 o FAX:  713/464-1827

CONFIDENTIAL

October 17, 2000


Board of Directors
Micropac Industries, Inc.
905 E. Walnut
Garland, TX 75040

Attention:        Mr. Nicholas Nadolsky
                  Chairman of the Board

Dear Mr. Nadolsky:

This letter is to confirm our  understanding  of the basis upon which McFarland,
Grossman & Company, Inc. ("MGCO") is being engaged by Micropac Industries,  Inc.
(the "Company"),  to render its opinion to the board of Directors of the Company
regarding the Company's proposed purchase of approximately  twenty-eight percent
of its  outstanding  common  stock owned by Nicholas  Nadolsky  ("Nadolsky")(the
"Redemption").

We are being  engaged to render our opinion (the  "Opinion")  as to the fairness
and  reasonableness,  from a financial  point of view, of the  Redemption to the
shareholders of the Company. We have been requested to express our opinion as to
a fair  price (or range of prices)  for the  redemption  as of a specific  date,
assuming a cash  transaction.  It is anticipated by the Company that our Opinion
will be presented to the Company's Board of Directors  before November 30, 2000.
Our engagement will include such presentations and discussions with the Board of
Directors  concerning our opinion and the underlying  analyses as may reasonably
be requested.

The nature and scope of the  investigation  which we will conduct in order to be
able to render the  Opinion  will be such as we  consider  appropriate,  and the
Opinion will be subject to customary assumptions and qualifications. The Opinion
will be in written  letterform  and will be  available to be  considered  by the
Board of Directors of the Company during the last half of November.  The Opinion
shall be for the use of the Board of Directors in  considering  the  Redemption.
The  receipt of the Opinion is not a condition  to the  Company's  (or any other
party's)  obligations  to  complete  the  Redemption.  Except  with  respect  to
references in the Company's public filings, the Company may not publish or refer
to the Opinion  (either in its entirety or through  excerpts or summaries),  our
conclusions  and supporting  analyses or discuss the existence of our engagement
hereunder  without  the  prior  written  approval  of MGCO,  which  approval  or
disapproval  shall not be unreasonably  withheld.  It is understood that, if the
Opinion is included  in public  filings of the  Company in  connection  with the
Redemption,  the Opinion will be  reproduced  in such  filings in full,  and any
description   of  or  reference  to  MGCO  in  such  filings  or  other  written
communication will be in a form reasonably acceptable to MGCO and its counsel.


Sincerely,                                           Accepted and Agreed:

McFarland, Grossman & Company, Inc.                  Micropac Industries, Inc.


By: /s/ Cary Grossman                                By: /s/ Nicholas Nodolsky
--------------------------------------               ---------------------------
Cary Grossman, Chief Executive Officer               Mr. Nicholas Nadolsky
                                                     Chairman of the Board

                                                     Date:  October 19, 2000