AMENDMENT
      AGREEMENT

     

    AMENDMENT AGREEMENT
      (this
      "
      Amendment"),
      dated
      as of March 31, 2006, by and among Modtech
      Holdings, Inc.,
      a
      Delaware corporation, with headquarters located at 2830 Barrett Avenue, Perris,
      California 92571 (the "Company")
      and
Amphora
      Limited
      (the
      "Investor").

     

    WHEREAS:

     

    A.
       The
      Company and the Investor entered into that certain Securities Purchase
      Agreement, dated as of December 31, 2004, as amended (the "Securities
      Purchase Agreement"),
      pursuant to which, among other things, the Investor purchased from the Company
      an Amended and Restated Senior Secured Convertible Note dated as of August
      5,
      2005 (the "Note"),
      which
      is convertible into shares of the Company's common stock, par value $0.01 per
      share (the "Common
      Stock"),
      in
      accordance with the terms thereof.

     

    B.
       The
      Company and the Investor desire to enter into this Amendment pursuant to which
      the Note shall be amended to revise certain terms and conditions set forth
      therein.

     

    C.
       Capitalized
      terms used herein and not otherwise defined herein shall have the respective
      meanings ascribed to them in the Note.

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing recitals and the mutual promises hereinafter
      set
      forth, the Company and the Investors hereby agree as follows:

     

    
      	 	
              1.
                

            	
              AMENDMENTS
                TO NOTE.

            


    

     

    (a)
       Section
      9
      of the
      Note is hereby amended and restated to read in its entirety as
      follows:

     

    "(9) HOLDER'S
      RIGHT OF OPTIONAL REDEMPTION.

    


    (a) The
      Holder shall have the right, in its sole discretion to require that the Company
      redeem a portion of this Note (a "Holder
      Optional Redemption")
      by
      delivering written notice thereof (a "Holder
      Optional Redemption Notice"
      and,
      collectively with the Event of Default Redemption Notice, the Change of Control
      Redemption Notice and the Mandatory Redemption Notice, the "Redemption
      Notices"
      and
      each a "Redemption
      Notice")
      to the
      Company no later than the August 8th
      prior to
      any Optional Redemption Date. The Holder Optional Redemption Notice shall
      indicate the Conversion Amount the Holder is electing to have redeemed on such
      Optional Redemption Date (the "Holder
      Optional Redemption Amount");
      provided, however, that such Holder Optional Redemption Amount indicated shall
      not exceed the applicable Optional Redemption Amount. The portion of this Note
      subject to redemption pursuant to this Section 9(a) shall be redeemed by the
      Company in cash at a price equal to the Conversion Amount being redeemed (the
      "Holder
      Optional Redemption Price"
      and,
      collectively with the Event of Default Redemption Price, the Change of Control
      Redemption Price and the Mandatory Redemption Price, the "Redemption
      Prices"
      and,
      each a "Redemption Price");
      provided, however, that, only with respect to the First Optional Redemption
      Date
      and the Second Optional Redemption Date, in the event the Company is prohibited
      by the terms of the Current Credit Facility and/or the Intercreditor Agreement
      to redeem in cash (and the Company has not otherwise received any necessary
      consent of the requisite parties thereunder to take such action) all or any
      portion of the Holder Optional Redemption Amount (such amount not able to be
      redeemed, the "Optional
      Redemption Shortfall Amount"),
      the
      Company may, at its option, and so long as the Equity Conditions shall have
      been
      satisfied (or waived in writing by the Holder) during the period from and
      including the Company Conversion Notice Due Date through and including the
      applicable Optional Redemption Date, satisfy its obligations under this Section
      9 with respect to the redemption of all or any portion of such Optional
      Redemption Shortfall Amount by delivery of shares of Common Stock to the Holder
      (the "Company
      Conversion Option").
      If
      the Company exercises the Company Conversion Option, it shall deliver to the
      Holder an irrevocable notice (the "Company
      Conversion Notice")
      no
      later than the August 15th
      prior to
      the applicable Optional Redemption Date (the "Company
      Conversion Notice Due Date")
      (A)
      stating that the Company is exercising such conversion option, (B) stating
      the
      portion of the Optional Redemption Shortfall Amount that is the subject of
      the
      Company Conversion Option (the "Company
      Conversion Amount")
      and
      (C) only with respect to the First Optional Redemption Date and the Second
      Optional Redemption Date, certifying that the applicable condition set forth
      in
      Section 4.3(d) of the Intercreditor Agreement has not been met (the
      "Intercreditor
      Condition").
      In
      the event that the Intercreditor Condition has not been met, unless the Company
      has in good faith determined that such failure to meet the Intercreditor
      Condition does not constitute material, nonpublic information relating to the
      Company and its Subsidiaries, the Company shall, prior to or contemporaneously
      with the delivery of the relevant Company Conversion Notice, make publicly
      available (on a Current Report on Form 8-K or otherwise) the fact that such
      condition has not been met for the applicable Optional Redemption Date. If
      the
      Company determines that no public disclosure is required pursuant to the
      foregoing sentence, the Holder shall be allowed to presume that such failure
      to
      meet the Intercreditor Condition does not constitute material, nonpublic
      information relating to the Company and its Subsidiaries. On the day immediately
      following the last day of the Company Conversion Measuring Period, the Company
      shall provide notice to the Holder of the applicable Company Conversion Price.
      Any Company Conversion Amount shall be converted as of the applicable Optional
      Redemption Date by dividing such Company Conversion Amount by the Company
      Conversion Price. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    (b) In
      the
      event there is an Optional Redemption Shortfall Amount and the Equity Conditions
      shall not have been satisfied as required (or waived), the Holder may, at its
      option, require the Company to convert all or any portion of the Optional
      Redemption Shortfall Amount (such amount, the "Holder
      Optional Conversion Amount")
      on the
      applicable Optional Redemption Date by delivering shares of Common Stock to
      the
      Holder (the "Holder
      Optional Conversion Option").
      The
      Holder shall state in each Holder Optional Redemption Notice delivered at any
      time when the Holder is electing the Holder Optional Conversion Option whether
      such Holder will exercise the Holder Optional Conversion Option in the event
      there is an Optional Redemption Shortfall Amount. Any Holder Optional Conversion
      Amount shall be converted as of the applicable Optional Redemption Date by
      dividing such Holder Optional Conversion Amount by the Company Conversion Price.
      

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    (c) Redemptions
      required by this Section 9 shall be made in accordance with the provisions
      of
      Section 13 and any conversions required by this Section upon election by the
      Company of the Company Conversion Option or the Holder of the Holder Optional
      Conversion Option shall be made in accordance with the provisions of Section
      3(c). Notwithstanding anything to the contrary in this Section 9, but subject
      to
      Section 3(d), until the Holder receives the Redemption Price and/or the shares
      deliverable in connection with any Company Conversion Amount or Holder Optional
      Conversion Amount, the Holder Optional Redemption Amount may be converted,
      in
      whole or in part, by the Holder into Common Stock pursuant to Section 3, and
      any
      such conversion shall reduce the Holder Optional Redemption Amount in the manner
      set forth by the Holder in the applicable Conversion Notice."

    


    (b)
       Section
      15(e)
      of the
      Note is hereby amended and restated to read in its entirety as
      follows:

     

    "(e)  Financial
      Covenants.
      On and
      after February 1, 2006, the Company shall satisfy or otherwise comply with
      each
      of the financial covenants set forth in the Exhibit
      II hereto
      in
      each calendar month. The Company shall (i) provide to the Holder a certificate
      certifying compliance with these financial covenants, contemporaneously with
      the
      delivery of any similar compliance certificate the Company is required to
      provide to the lenders or designated agent under the Current Credit Facility,
      and (ii) prior to or simultaneously with the delivery to the Holder of any
      such
      compliance certificate stating that the Company has failed to satisfy any
      financial covenant hereunder, publicly disclose such failure."

    


    (c)
       Section
      17
      of the
      Note is hereby amended and restated to read in its entirety as
      follows:

     

    "REDUCTION
      OF LETTER OF CREDIT AMOUNT.
      The
      Letter of Credit Amount shall be reduced by $5,000,000 if on any Optional
      Redemption Date either (a) the holders of the Notes exercise the Holder Optional
      Redemption on an Optional Redemption Date for the Aggregate Optional Redemption
      Amount or (b) (i) if the Holder Optional Redemption has not been fully exercised
      by each Holder on any Optional Redemption Date and (ii) (x) on the First
      Optional Redemption Date, the Company has been Profitable for two (2) Calendar
      Quarters prior to such First Optional Redemption Date, (y) on the Second
      Optional Redemption Date, the Company has been Profitable for two (2) Calendar
      Quarters during the period beginning after the First Optional Redemption Date
      through the Second Optional Redemption Date, or (z) on the Third Optional
      Redemption Date, the Company has been Profitable for one (1) Calendar Quarter
      during the period beginning after the Second Optional Redemption Date through
      the Third Optional Redemption Date (each of the foregoing (x), (y) and (z),
      a
      "Profitability
      Target").
      In
      the event that the holders of the Notes exercise the Holder Optional Redemption
      for less than the Aggregate Optional Redemption Amount on any Optional
      Redemption Date and the Profitability Target for such Optional Redemption Date
      has not been met, the Letter of Credit Amount shall be reduced by an amount
      equal to the product of (1) $5,000,000, multiplied by (2) a fraction (A) the
      numerator of which is the aggregate Conversion Amount redeemed by all holders
      on
      such Optional Redemption Date and (B) the denominator of which is the Aggregate
      Optional Redemption Amount."

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    (d)
       Section
      31(k)
      of the
      Note is hereby amended and restated to read in its entirety as
      follows:

     

    ""Company
      Conversion Price"
      means,
      as of any date of determination, that price which shall be computed as 90%
      of
      the arithmetic average of the Weighted Average Price of the Common Stock during
      each of the thirty (30) consecutive Trading Days of the thirty (30) Trading
      Day
      period commencing on the Trading Day immediately following the Company
      Conversion Notice Due Date (such period, the "Company
      Conversion Measuring Period")."

    


    (e)
       Section
      31(m)
      of the
      Note is hereby amended and restated to read in its entirety as
      follows:

     

    ""Current
      Credit Facility"
      means
      the Loan and Security Agreement, dated as of March 31, 2006, among the Company,
      as borrower, the lenders from time to time party thereto and Bank of America,
      N.A., as Agent, together with any amendments, restatements, renewals,
      refundings, refinancings or other extensions thereof."

    


    (f)
       Section
      31(r)
      of the
      Note is hereby amended and restated to read in its entirety as
      follows:

     

    ""First
      Optional Redemption Date"
      means
      August 31, 2006; provided,
      however, that in the event that the Company shall pay the Optional Redemption
      Shortfall Amount in shares of Common Stock, such Optional Redemption Shortfall
      Amount shall be due on
      September 28, 2006."

    


    (g)
       Section
      31(v)
      of the
      Note is hereby amended and restated to read in its entirety as
      follows:

     

    ""Intercreditor
      Agreement"
      means
      that certain intercreditor agreement dated as of March 31, 2006 among the
      Company, Bank of America, N.A., as first lien collateral agent, and Amphora
      Limited, as second lien collateral agent."

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    (h)
       Section
      31(mm)
      of the
      Note is hereby amended and restated to read in its entirety as
      follows:

     

    ""Second
      Optional Redemption Date"
      means
      August 31, 2007; provided, however, that in the event that the Company shall
      pay
      the Optional Redemption Shortfall Amount in shares of Common Stock, such
      Optional Redemption Shortfall Amount shall be due on October 1, 2007."


    


    (i)
       Section
      31(rr)
      of the
      Note is hereby amended and restated to read in its entirety as
      follows:

     

    ""Third
      Optional Redemption Date"
      means
      September 2, 2008." 

    


    (j)
       A
      new
Section
      32
      is
      hereby added to the Note reading as follows:

     

    "(32) DISCLOSURE.
      Upon
      receipt or delivery by the Company of any notice in accordance with the terms
      of
      this Note, unless the Company has in good faith determined that the matters
      relating to such notice do not constitute material, nonpublic information
      relating to the Company or its Subsidiaries, the Company shall within one
      Business Day after any such receipt or delivery publicly disclose such material,
      nonpublic information on a Current Report on Form 8-K or otherwise. In the
      event
      that the Company believes that a notice contains material, nonpublic
      information, relating to the Company or its Subsidiaries, the Company shall
      indicate to the Holder contemporaneously with delivery of such notice, and
      in
      the absence of any such indication, the Holder shall be allowed to presume
      that
      all matters relating to such notice do not constitute material, nonpublic
      information relating to the Company or its Subsidiaries."

    


    (k)
       Exhibit
      II
      of the
      Note is hereby amended and restated in its entirety by Exhibit
      II
      attached
      hereto.

     

    
      	 	
              2.
                

            	
              DISCLOSURE
                OF AMENDMENT.

            


    

     

    On
      or
      before 8:30 a.m., New York Time, on the
      first
      (1st)
      Business Day following the Effective Date (as defined below), the Company shall
      file a Current Report on Form 8-K describing the terms of this Amendment and
      attaching a copy of the form of this Amendment. 

     

    
      	 	
              3.
                

            	
              CONDITIONS
                TO EFFECTIVENESS.

            


    

     

    This
      Amendment shall not become effective (the "Effective
      Date")
      until
      the satisfaction of each of the following conditions, provided that such
      conditions are for the Investor's sole benefit and may be waived by the Investor
      at any time in its sole discretion by providing the Company with written notice
      thereof:

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (a)
       The
      Company shall have duly executed this Amendment and delivered the same to the
      Investor.

     

    (b)
       The
      Board
      of Directors of the Company shall have adopted resolutions authorizing and
      approving this Amendment and the transactions contemplated hereby.

     

    
      	 	
              4.
                

            	
              MISCELLANEOUS.

            


    

     

    (a)
       Expenses.
      The
      Company shall reimburse the Investor for its reasonable legal expenses incurred
      in connection with the
      execution of this Amendment and any and all documents executed in connection
      therewith. 

     

    (b)
       Counterparts.
      This
      Amendment may be executed in two or more identical counterparts, all of which
      shall be considered one and the same agreement and shall become effective when
      counterparts have been signed by each party and delivered to the other party;
      provided that a facsimile signature shall be considered due execution and shall
      be binding upon the signatory thereto with the same force and effect as if
      the
      signature were an original, not a facsimile signature.

     

    (c)
       Headings.
      The
      headings of this Amendment are for convenience of reference and shall not form
      part of, or affect the interpretation of, this Amendment.

     

    (d)
       Severability.
      If any
      provision of this Amendment shall be invalid or unenforceable in any
      jurisdiction, such invalidity or unenforceability shall not affect the validity
      or enforceability of the remainder of this Amendment in that jurisdiction or
      the
      validity or enforceability of any provision of this Amendment in any other
      jurisdiction.

     

    (e)
       No
      Third Party Beneficiaries.
      This
      Amendment is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns, and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person.

     

    (f)
       Further
      Assurances.
      Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as the other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Amendment and the consummation of the transactions contemplated
      hereby.

     

    (g)
       No
      Strict Construction.
      The
      language used in this Amendment will be deemed to be the language chosen by
      the
      parties to express their mutual intent, and no rules of strict construction
      will
      be applied against any party.

     

    (h)
       Governing
      Law.
      This
      Amendment shall be construed and enforced in accordance with, and all questions
      concerning the construction, validity, interpretation and performance of this
      Amendment shall be governed by, the internal laws of the State of New York,
      without giving effect to any choice of law or conflict of law provision or
      rule
      (whether of the State of New York or any other jurisdictions) that would cause
      the application of the laws of any jurisdictions other than the State of New
      York.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (i)
       Reaffirmation.
      The
      Company hereby: (1) confirms and agrees that, except as expressly amended or
      modified hereby, the Note, the Securities Purchase Agreement and each other
      Transaction Document to which it is a party is, and shall continue to be, in
      full force and effect and is hereby ratified and confirmed in all respects,
      except that on and after the Amendment Effective Date all references in any
      such
      Transaction Document to "the Note", "thereto", "thereof", "thereunder" or words
      of like import referring to the Note shall mean the Note as amended by this
      Amendment; and (ii) confirms and agrees that to the extent that any such
      Transaction Document purports to assign or pledge to the Amphora Limited, in
      its
      capacity as collateral agent (the "Collateral
      Agent")
      for
      the Investor and the holders of the Securities, or to grant to the Collateral
      Agent a security interest in or lien on, any collateral as security for the
      obligations of the Company from time to time existing in respect of the Note
      and
      any other Transaction Document, such pledge, assignment and/or grant of the
      security interest or lien is hereby ratified and confirmed.

     

    [Signature
      Page Follows]

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

    IN
      WITNESS WHEREOF,
      the
      Investor and the Company have caused their respective signature page to this
      Amendment to be duly executed as of the date first written above.

     

    
      
        	 	 	 
	 	
                COMPANY:

                 

                MODTECH HOLDINGS,
                  INC.

              
	 
 	 
 	 
 
	
              	By:  	 
	 	
                

                Name:
                  

              
	 	Title 


      



    

      [Signature
        Page to Amendment Agreement]

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        



    

    IN
      WITNESS WHEREOF,
      the
      Investor and the Company have caused their respective signature page to this
      Amendment to be duly executed as of the date first written above.

    
       

      
        
          	 	 	 
	 	
                  INVESTOR:

                   

                  AMPHORA LIMITED

                
	 
 	 
 	 
 
	
                	By:  	 
	 	
                  

                  Name:
                    

                
	 	Title 


        



      

        [Signature
          Page to Amendment Agreement]

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

    

    EXHIBIT
      II

    


    FINANCIAL
      COVENANTS

    


    So
      long
      as any principal of or interest on this Note (whether or not due) shall remain
      unpaid or outstanding, the Company shall:

    


    (a) Fixed
      Charge Coverage Ratio.
      Maintain a Fixed Charge Coverage Ratio of at least the ratio set forth opposite
      each period below measured monthly as of the last day of each
      month.

    


    
      	
              Period

            	 	
              Minimum
                Fixed Charge Coverage Ratio

            
	 	 	 
	
              Month
                ending February 28, 2006 measured on a trailing 2 month
                basis

            	 	
              0.81:1.00

            
	 	 	 
	
              Month
                ending March 31, 2006, measured on a year-to-date basis

            	 	
              0.99:1.00

            
	 	 	 
	
              Month
                ending April 30, 2006, measured on a year-to-date basis

            	 	
              1.17:1.00

            
	 	 	 
	
              Months
                ending May 31, 2006 through December 31, 2006, measured on a year-to-date
                basis

            	 	
              1.35:1.00

            
	 	 	 
	
              Month
                ending January 31, 2007 and each month thereafter measured on a trailing
                12 month basis

            	 	
              1.35:1.00

            


    

    


    


    Capitalized
      terms used in this Exhibit
      II
      and not
      otherwise define in this Note shall have the respective meanings ascribed to
      them in the Current Credit Facility, as in effect on March 31,
      2006.