CERTIFICATE
                OF AMENDMENT
              OF
              CERTFICATE
                OF INCORPORATION
              OF
              MODTECH
                HOLDINGS, INC.









Modtech
      Holdings, Inc., a corporation organized and existing under and by virtue of
      the
      General Corporation Law of the State of Delaware, does hereby
      certify:




FIRST:
      That the Board of Directors duly adopted a resolution setting forth a proposed
      amendment to the Certificate of Incorporation of the corporation. The resolution
      setting forth the proposed amendment **** is
      as
      follows:




RESOLVED,
      that paragraph (a) of ARTICLE IV of the corporation's Certificate of
      Incorporation entitled "CAPITAL STOCK" be amended to read in its entirety as
      set
      forth below, and such amendment is recommended to the stockholders of the
      corporation for approval as being advisable and in the best interests of the
      corporation:




"The
      total number of shares of all classes of capital stock which the Corporation
      shall have authority to issue is 60,000,000, consisting of 5,000,000 shares
      of
      preferred stock, par value $0.01 per share ("Preferred Stock") and 55,000,000
      shares of common stock, with *a
      par* value
      of
      $0.01 per share (the"Common Stock")."




SECOND:
      That the stockholders of the corporation duly approved the amendment at a
      special meeting of stockholders held on January 3, 2006 by affirmative vote
      of
      the necessary number of shares in accordance with the provisions of Section
      216
      and Section 242 of the General Corporation Law of the State of
      Delaware.




IN
      WITNESS WHEREOF, the corporation has caused this Certificate of Amendment to
      be
      executed by its President on January 9, 2006.






Modtech
              Holdings, Inc.By:
            /s/ David
              BuckleyDavid
              Buckley
              Chief
                Executive Officer*&*PresidentATTEST:
              
              By:/s/
                Dennis Shogren
              Dennis
                Shogren, Secretary











CERTIFCATE
        OF OWNERSHIP
 MERGING
 SPI
        HOLDINGS, NC.
 INTO
 MODTECH
        HOLDINGS, INC.
  Modtech
        Holdings, Inc., a corporation incorporated on October 7,1998 pursuant to
        the provisions
        of the Delaware General Corporation Law does hereby certify that this
        Corporation ow ns
        all of
        the capital stock of SPI Holdings, Inc., a corporation incorporated under
        the
        laws of the
        State
        of Colorado , and that
        this corporation, by a resolutions of its board of directors duly adopted
        by unanimous written consent, determined to and did merge itself into SPI
        Holdings,Inc. which resolutions **w** ere
        set
        forth on January 18, 2000, and are as **** follows:
  
  **"** WHEREAS
        this corporation owns all of the outstanding stock of SPI Holdings, Inc.,
        a Colorado
        corporation; and
  WHEREAS,
        this corporation desires to merge into itself SPI Holdings, Inc, and to be possessed
        of all **** the
        estate, property, rights, privileges and franchises of said
        corporation;.
  NOW,
        THEREFORE, BE 1T RESOLVED, that, in accordance with Section 233 of the Delaware
        General Corporation Law, this corporation merge intoitself, and it does hereby merge
        into itself, SPI Holdings, Inc., a Colorado corporation, and assumes all
        rights *,* powers,
        privileges, franchises, properties, liabilities and obligations of such
        corporation;
  RESOLVED
        FURTHER, that the president or a vice-president, and the secretary or treasurer
        of this corporation be and they hereby are authorized and directed to make
        and execute
        a
        certif i cate
        of
        ownership setting forth a copy of these resolutions to merge SPI Holdings,
        Inc. and assume its obligations and liabilities, and the date of adoption
        thereof, and
        to
        file the same in the office of the Secr e tary
        of
        State of Delaware and a certified copy
        thereof with such other state officials as  such
        officers deem appropriate;
  
 RESOLVED
        FURTHER, that the officers of this corporation be, and each of  them
        hereby is, authorized and directed in the name and on behalf of this  corporation
        and under its corporate seal if appropriate, to execute and deliver all  agreements
        and instruments, effect all filing and qualifications, and take all  further
        action which h necessary or appropriate to carry our the foregoing  resolutions."
 
  IN
        WITNESS WHEREOF, this corporation has caused this certificate to be signed
        by
        its president
        and attested by its secretary.
  
 Dated:
        January 31, 2000
  MODTECH
        HOLDINGS, INC.
   
   By:
        ______________________  Patrick
        Van Den Bossche,  President
   
   
   ATTEST:
   
   ___________________
   Shari
        Walgren, Secretary
   
 CERTIFICATE
          OF OWNERSHIP
 MERGING
 ROSEWOOD
          ENTERPRISES, INC.,
 SPI
          MANUFACTURING, INC.,
 COASTAL
          MODULAR BUILDINGS, INC.,
 AND
 OFFICE
          MASTER OF TEXAS, INC.,
 INTO
 MODTECH
          HOLDINGS, INC.
 
 Modtech
          Holdings, Inc., a corporation incorporated on October 7, 1998 pursuant
          to the
          provisions of the Delaware General Corporation Law does hereby certify
          that this
          corporation owns all of the capital stock of (i) Rosewood Enterprises,
          Inc., an
          Arizona corporation, (ii) SPI Manufacturing, Inc., a California corporation,
          (iii) Coastal Modular Building, Inc., a Florida corporation, and (iv) Office
          Master of Texas, Inc., a Texas corporation, and that this corporation,
          by
          resolutions of its board of directors duly adopted by unanimous written
          consent,
          effective May 1, 2000, determined to and did merge such corporations into
          itself, which resolutions are as follows:
 
 A WHEREAS,
          a proposed form of Agreement and Plan of Merger, dated May 3, 2000 (the A Merger
          Agreement @ ),
          by and
          between this corporation and Rosewood Enterprises, Inc., an Arizona corporation,
          SPI Manufacturing, Inc., a California corporation, Coastal Modular Buildings,
          Inc., a Florida corporation, and Office Master of Texas, Inc., a Texas
          corporation, each of which is a wholly-owned subsidiary of this corporation
          (collectively the A Subsidiaries @ ),
          a copy
          of which is attached hereto as Exhibit A, has been presented to this board
          of
          directors for its consideration.
 
 A WHEREAS,
          it is deemed to be in the best interests of this corporation that the
          Subsidiaries merge with and into it in accordance with the Merger Agreement
          with
          this corporation being the surviving corporation (the A Merger @ );
 
 A NOW,
          THEREFORE, BE IT RESOLVED, that the Subsidiaries merge with and into this
          corporation in accordance with the terms of the Merger Agreement;
          and
 
 A RESOLVED
          FURTHER, that the officers of this corporation be, and each of them hereby
          is,
          authorized and directed, in the name and on behalf of this corporation,
          to
          execute and deliver the Merger Agreement in substantially the form presented
          to
          this board of directors, with such changes as such officers shall approve
          (their
          approval to be conclusively evidenced by their execution thereof), and
          to
          consummate the Merger on the terms set forth in the Merger Agreement and
          pursuant to such other agreements, and any amendments thereto, as the officers
          executing such may in their discretion deem reasonable and
          appropriate. @
 
 
 
 
 
  IN
          WITNESS WHEREOF, this corporation has caused this certificate to be signed
          by
          its president and attested by its secretary.
 
 Dated:
          June __, 2000
 
 MODTECH
          HOLDINGS, INC.
 
 
 By:
          ______________________________
 Patrick
          Van Den Bossche, President
 
 
 
 ATTEST:
 
 
 ______________________________
 Shari
          Walgren, Secretary
 
 
 
   CERTIFICATE
          OF OWNERSHIP
 MERGING
 MODTECH,
          INC,
 INTO
 MODTECH
          HOLDINGS, INC.
 
 Modtech
          Holdings, Inc., a corporation incorporated on October 7, 1998 pursuant
          to the
          provisions of the Delaware General Corporation Law hereby certifies that
          it owns
          all of the capital stock of Modtech, Inc., a California corporation and
          that
          this corporation, by a resolutions of its board of directors duly adopted
          by
          unanimous written consent May 3, 2000, determined to and did merge Modtech,
          Inc.
          into this corporation, which resolutions are as follows:
 
 “WHEREAS,
          this corporation owns all of the outstanding stock of Modtech, Inc., a
          California corporation (the “Subsidiary”) and desires to merge the Subsidiary
          into itself;
 
 NOW,
          THEREFORE, BE IT RESOLVED, that, in accordance with Section 253 of the
          Delaware
          General Corporation Law, the Subsidiary shall merge with and into this
          corporation with this corporation being the surviving corporation in the
          merger
          and
 assuming
          all rights, powers, privileges, franchises, properties, liabilities and
          obligations of the Subsidiary;
 
 RESOLVED
          FURTHER, that the merger shall be effective on the date when a Certificate
          of
          Ownership setting forth these resolutions is filed with the Delaware Secretary
          of State, and that on such date, this corporation, as the surviving corporation
          in the merger, shall continue its corporate existence under the laws of
          the
          State of Delaware and the separate existence and corporation organization
          of the
          Subsidiary shall terminate and cease, except insofar as it may be continued
          by
          operation of law;
 
 RESOLVED
          FURTHER, that the Certificate of Incorporation and Bylaws of this corporation
          immediately prior to the merger shall be the Certificate of Incorporation
          and
          Bylaws of the surviving corporation immediately following the merger until
          amended or repealed in accordance with applicable law;
 
 RESOLVED
          FURTHER, that the directors of this corporation in office immediately prior
          to
          the merger shall be the directors of the surviving corporation until changed
          in
          accordance with applicable law;
 
 RESOLVED
          FURTHER, that each share of stock of this corporation outstanding immediately
          prior to the merger shall not be changed or converted as a result of the
          merger,
          but shall remain outstanding as shares of the surviving corporation, and
          that
          each share of the Subsidiary outstanding immediately prior to the merger
          shall
          be canceled in connection with the merger;
 
 
 RESOLVED
          FURTHER, that the president or a vice-president, and the secretary or treasurer
          of this corporation be and they hereby are authorized and directed to make
          and
          execute a certificate of ownership setting forth a copy of these resolutions
          to
          merge the Subsidiary into this corporation and assume the Subsidiary’s
          obligations and liabilities, and the date of adoption thereof, and to file
          the
          same in the office of the Secretary of State of Delaware and a certified
          copy
          thereof with such other state officials as such officers deem appropriate;
          and
 
 RESOLVED
          FURTHER, that the officers of this corporation be, and each of them hereby
          is,
          authorized and directed in the name and on behalf of this corporation and
          under
          its corporate seal if appropriate, to execute and deliver all agreements
          and
          instruments, effect all filings and qualifications, and take all further
          action
          which is necessary or appropriate to carry out the foregoing
          resolutions.”
 
 IN
          WITNESS WHEREOF, this corporation has caused this certificate to be signed
          by
          its president and attested by its secretary.
 
 Dated:
          June __, 2000
 
 MODTECH
          HOLDINGS, INC.
 
 
 By:
          ______________________________
 Patrick
          Van Den Bossche, President
 
 
 
 ATTEST:
 
 
 ______________________________
 Shari
          Walgren, Secretary
  
 CERTIFICATE
            OF DESIGNATION
 PREFERENCES,
            RELATIVE, PARTICIPATING, OPTIONAL, AND OTHER SPECIAL RIGHTS, QUALIFICATIONS,
            LIMITATIONS AND RESTRICTIONS
 OF
 SERIES
            A
            PREFERRED STOCK
 OF
 MODTECH
            HOLDINGS, INC.
 
 The
            undersigned, Evan M. Gruber and Michael Rhodes, certify that:
 
 ONE.  They
            are
            the duly elected Chief Executive Officer and Secretary, respectively,
            of the
            above-named corporation.
 
 TWO.  Pursuant
            to and in accordance with the provisions of Section 151 of the Delaware
            General
            Corporation Law and the Certificate of Incorporation of this corporation,
            the
            Board of Directors of this corporation has duly adopted the following
            recitals
            and resolutions.
 
 WHEREAS,
            the Certificate of Incorporation of this corporation provides for a class
            of its
            authorized shares known as Preferred Stock comprised of 5,000,000 shares
            issuable from time to time in one or more series; and
 
 WHEREAS,
            the Board of Directors of this corporation is authorized to fix the number
            of
            shares of any series of Preferred Stock and to determine the designation
            of any
            such series and the rights, preferences, privileges and restrictions
            granted to
            or imposed upon any wholly unissued series of Preferred Stock; and
 
 WHEREAS,
            the Board of Directors of this corporation desires to establish a class
            of
            Preferred Stock to be designated as the "Series A Preferred Stock", and
            to fix
            the number of shares thereof and the rights, preferences, privileges,
            restrictions and other matters relating thereto;
 
 NOW,
            THEREFORE, BE IT RESOLVED, that a series consisting of 500,000 shares
            of
            Preferred Stock is hereby established and designated as the "Series A
            Preferred
            Stock" of this corporation (the "Series A Preferred Stock"), and that
            the Series
            A Preferred Stock shall have the rights, preferences and privileges,
            and shall
            be subject to the restrictions, as are hereinafter set forth:
 
   1.  Dividend
            Provisions .
            The
            holders of outstanding Series A Preferred Stock shall be entitled to
            receive when, as and if declared by the Board of Directors, out of any
            assets at
            the time legally available therefor, dividends in cash at the rate of
            $0.40 per
            share of Series A Preferred Stock per annum. Such dividends shall accrue on
            each share of Series A Preferred Stock from the date of its original
            issuance
            and shall accrue from day to day, whether or not earned or declared.
            Such
            dividends shall be cumulative so that if such dividends in respect of
            any
            previous year at said rate per share per annum shall not have been paid
            or
            declared and set apart for all shares of Series A Preferred Stock at
            the time
            outstanding, the deficiency shall be fully paid on or declared and set
            apart for
            such shares before the corporation pays any dividend (except a dividend
            in
            shares of the corporation) on Common Stock. Undeclared or unpaid dividends
            shall
            not bear or accrue interest. Unless full dividends on the Series A Preferred
            Stock for all past dividend periods and the then current dividend period
            shall
            have been paid or declared and a sum sufficient for the payment thereof
            set
            apart, no shares of Common Stock shall be purchased, redeemed, or acquired
            by
            the corporation and no funds shall be paid into or set aside or made
            available
            for a sinking fund for the purchase, redemption, or acquisition thereof;
            provided, however, that this restriction shall not apply to the repurchase
            of
            shares of Common Stock held by employees, officers, directors, consultants
            or
            other persons performing services for the corporation or any wholly-owned
            subsidiary (including, but not by way of limitation, distributors and
            sales
            representatives) that are approved by the corporation's Board of
            Directors.
 
 2.  Liquidation
            Preference .
 
 (a)  Preference .
            In the
            event of any liquidation, dissolution or winding up of this corporation,
            either
            voluntary or involuntary, subject to the rights of series of Preferred
            Stock
            that may from time to time come into existence, the holders of Series
            A
            Preferred Stock shall be entitled to receive, prior and in preference
            to any
            distribution of any of the assets of this corporation to the holders
            of Common
            Stock by reason of their ownership thereof, an amount per share equal
            to the sum
            of (i) Five Dollars ($5.00) for each outstanding share of Series A Preferred
            Stock and (ii) an amount equal to accrued but unpaid dividends on such
            share. If
            upon the occurrence of such event, the assets and funds thus distributed
            among
            the holders of the Series A Preferred Stock shall be insufficient to
            permit the
            payment to such holders of the full aforesaid preferential amounts, then,
            subject to the rights of series of Preferred Stock that may from time
            to time
            come into existence, the entire assets and funds of the corporation legally
            available for distribution shall be distributed ratably among the holders
            of the
            Series A Preferred Stock in proportion to the amount of such stock owned
            by each
            such holder. If the consideration received to be received in any liquidation,
            dissolution or winding up of the corporation is other than cash, its
            value will
            be deemed its fair market value as reasonably determined by the this
            corporation's board of directors.
 
 (b)  Remaining
            Assets .
            Upon
            the completion of the distribution required by subparagraph (a) of this
            Section
            2 and any other distribution that may be required with respect to series
            of
            Preferred Stock that may from time to time come into existence, the remaining
            assets of the corporation available for distribution to stockholders
            shall be
            distributed among the holders of Series A Preferred Stock and Common
            Stock pro
            rata based on the number of shares of Common Stock held by each (assuming
            conversion of all such Series A Preferred Stock).
  3.  No
            Redemption .
 
 The
            Series A Preferred Stock shall **not** be
            subject to redemption at the option, election or request of the corporation
            or
            any holder or holders of Series A Preferred Stock.
 
 4.  Conversion .
            The
            holders of the Series A Preferred Stock shall have conversion rights
            as follows
            (the "Conversion Rights"):
 
 
 
   (a)  Right
            to Convert .
            Except
            as provided in Section 4(b) below, no share of Series A Preferred Stock
            may be
            converted into Common Stock until two years after the date of its original
            issuance. Thereafter, each share of Series A Preferred Stock shall be
            convertible, at the option of the holder thereof, at any at the office
            of this
            corporation or any transfer agent for such stock, into one share of fully
            paid
            and nonassessable shares of Common Stock (the A Conversion
            Ratio @ ).
            The
            Conversion Ratio for the Series A Preferred Stock shall be subject to
            adjustment
            as set forth in subsection 4(d).
 
 (b)  Automatic
            Conversion .
            Each
            share of Series A Preferred Stock shall automatically be converted into
            shares
            of Common Stock at the Conversion Ratio at the time in effect for such
            Series A
            Preferred Stock upon the earlier of (i) the fourth anniversary date of
            its
            original issuance, or (ii) immediately upon a "Change in Control", regardless
            of
            when such Change of Control occurs. For purposes of this Section 4, a
            Change in
            Control means (i) the acquisition of the corporation by another entity
            by means
            of any transaction or series of related transactions (including, without
            limitation, any reorganization, merger or consolidation but, excluding
            any
            merger effected exclusively for the purpose of changing the domicile
            of the
            corporation); (ii) a sale of all or substantially all of the assets of
            the
            corporation; (iii) the sale of capital stock constituting 50% or more
            of the
            Company's outstanding capital stock at the time of sale or, (iv) any
            transaction
            or series of related transactions in which more than fifty percent (50%)
            of the
            voting power of the corporation is disposed of.
 
 (c)  Mechanics
            of Conversion .
            Before
            any holder of Series A Preferred Stock shall be entitled to convert the
            same
            into shares of Common Stock, he shall surrender the certificate or certificates
            therefor, duly endorsed, at the office of this corporation or of any
            transfer
            agent for the Series A Preferred Stock, and shall give written notice
            to this
            corporation at its principal corporate office, of the election to convert
            the
            same and shall state therein the name or names in which the certificate
            or
            certificates for shares of Common Stock are to be issued. This corporation
            shall, as soon as practicable thereafter, issue and deliver at such office
            to
            such holder of Series A Preferred Stock, or to the nominee or nominees
            of such
            holder, a certificate or certificates for the number of shares of Common
            Stock
            to which such holder shall be entitled as aforesaid. Such conversion
            shall be
            deemed to have been made immediately prior to the close of business on
            the date
            of such surrender of the shares of Series A Preferred Stock to be converted,
            and
            the person or persons entitled to receive the shares of Common Stock
            issuable
            upon such conversion shall be treated for all purposes as the record
            holder or
            holders of such shares of Common Stock as of such date. If the conversion
            is in
            connection with a Change in Control the conversion shall be deemed to
            have
            occurred immediately prior to the closing of the transaction which resulted
            in
            the Change of Control.
 
 (d)  Adjustment
            in Conversion Price .
  
 (i)  Stock
            Splits. If
            the
            corporation at any time or from time to time after the date of the first
            issuance of shares of the Series A Preferred Stock ( the "Original Issue
            Date")
            declares or pays any dividend on its Common Stock payable in Common Stock
            or in
            any right to acquire Common Stock, or effects a subdivision of the outstanding
            shares of Common Stock into a greater number of shares of Common Stock
            (by stock
            split, reclassification or otherwise), or if the outstanding shares of
            Common
            Stock is combined or consolidated, by reclassification or otherwise,
            into a
            lesser number of shares of Common Stock, then the Conversion Ratio in
            effect
            immediately prior to such event shall, concurrently with the effectiveness
            of
            such event, be proportionately decreased or increased, as appropriate.
 
 (ii)  Recapitalization .
            If at
            any time or from time to time there shall be a recapitalization of the
            Common
            Stock (other than a subdivision, combination or merger or sale of assets
            transaction provided for elsewhere in this Section 4 or Section 2) provision
            shall be made so that the holders of the Series A Preferred Stock shall
            thereafter be entitled to receive upon conversion of the Series A Preferred
            Stock the number of shares of stock or other securities or property of
            the
            Company or otherwise, to which a holder of Common Stock deliverable upon
            conversion would have been entitled on such recapitalization. In any
            such case,
            appropriate adjustment shall be made in the application of the provisions
            of
            this Section 4 with respect to the rights of the holders of the Series
            A
            Preferred Stock after the recapitalization to the end that the provisions
            of
            this Section 4 (including adjustment of the Conversion Ratio then in
            effect and
            the number of shares purchasable upon conversion of the Series A Preferred
            Stock) shall be applicable after that event as nearly equivalent as may
            be
            practicable.
 
 (iii)  Issuance
            of Additional Securities. Except
            as otherwise provided in this Section 4(d) , the Conversion Ratio will
            not be
            adjusted upward or downward because of the issuance of additional securities
            after Original Issue Date without consideration or for a consideration
            per share
            less than the price at which the Series A Preferred Stock was originally
            issued.
 
 (e)  No
            Impairment .
            This
            corporation will not, by amendment of its Certificate of Incorporation,
            reorganization, recapitalization, transfer of assets, consolidation,
            merger,
            dissolution, issue or sale of securities or any other voluntary action,
            avoid or
            seek to avoid the observance or performance of any of the terms to be
            observed
            or performed hereunder by this corporation, but will at all times in
            good faith
            assist in the carrying out of all the provisions of this Section 4 and
            in the
            taking of all such action as may be necessary or appropriate in order
            to protect
            the Conversion Ratio of the holders of the Series A Preferred Stock against
            impairment.
 
 (f)  No
            Fractional Shares .
            No
            fractional shares shall be issued upon the conversion of any share or
            shares of
            the Series A Preferred Stock, and the number of shares of Common Stock
            to be
            issued shall be rounded to the nearest whole share. Whether or not fractional
            shares are issuable upon such conversion shall be determined on the basis
            of the
            total number of shares of Series A Preferred Stock the holder is at the
            time
            converting into Common Stock and the number of shares of Common Stock
            issuable
            upon such aggregate conversion.
 
 
   (g)  Certificate
            as to Adjustments .
            Upon
            the occurrence of each adjustment or readjustment of the Conversion Ratio
            of
            Series A Preferred Stock pursuant to this Section 4, this corporation,
            at its
            expense, shall promptly compute such adjustment or readjustment in accordance
            with the terms hereof and prepare and furnish to each holder of Series
            A
            Preferred Stock a certificate setting forth such adjustment or readjustment
            and
            showing in detail the facts upon which such adjustment or readjustment
            is based.
            This corporation shall, upon the written request at any time of any holder
            of
            Series A Preferred Stock, furnish or cause to be furnished to such holder
            a like
            certificate setting forth (a) such adjustment and readjustment, (b) the
            Conversion Ratio for such series of Preferred Stock at the time in effect,
            and
            (c) the number of shares of Common Stock and the amount, if any, of other
            property which at the time would be received upon the conversion of a
            share of
            Series A Preferred Stock.
 
 (h)  Record
            Date .
            In the
            event of any taking by this corporation of a record of the holders of
            any class
            of securities for the purpose of determining the holders thereof who
            are
            entitled to receive any dividend (other than a cash dividend) or other
            distribution, any right to subscribe for, purchase or otherwise acquire
            any
            shares of stock of any class or any other securities or property, or
            to receive
            any other right, this corporation shall mail to each holder of Series
            A
            Preferred Stock, at least 20 days prior to the date specified therein,
            a notice
            specifying the date on which any such record is to be taken for the purpose
            of
            such dividend, distribution or right, and the amount and character of
            such
            dividend, distribution or right.
 
 (i)  Reservation
            of Stock Issuable Upon Conversion .
            This
            corporation shall at all times reserve and keep available out of its
            authorized
            but unissued shares of Common Stock, solely for the purpose of effecting
            the
            conversion of the shares of the Series A Preferred Stock, such number
            of its
            shares of Common Stock as shall from time to time be sufficient to effect
            the
            conversion of all then outstanding shares of the Series A Preferred Stock,
            in
            addition to such other remedies as shall be available to the holder of
            such
            Series A Preferred Stock, this corporation will take such corporate action
            as
            may, in the opinion of its counsel, be necessary to increase its authorized
            but
            unissued shares of Common Stock to such number of shares as shall be
            sufficient
            for such purposes, including, without limitation, engaging in best efforts
            to
            obtain the requisite shareholder approval of any necessary amendment
            to these
            articles.
 
 (j)  Notices .
            Any
            notice required by the provisions of this Section 4 to be given to the
            holders
            of shares of Series A Preferred Stock shall be deemed given if deposited
            in the
            United States mail, postage prepaid, and addressed to each holder of
            record at
            his address appearing on the books of this corporation.
 
 5.  No
            Voting Rights .
            The
            holder of each share of Series A Preferred Stock shall **not** have the
            right to vote their shares of Series A Preferred Stock on any matters
            on which
            holders of any other class of stock, including Common Stock, have the
            right to
            vote. However, holders of Series A Preferred Stock shall be entitled
            to notice
            of any shareholders' meeting in accordance with the bylaws of this
            corporation.
 
 6.  Protective
            Provisions .
            Subject
            to the rights of other series of Preferred Stock which may from time
            to time
            come into existence, so long as any shares of Series A Preferred Stock
            are
            outstanding, this corporation shall not alter or change the rights, preferences
            or privileges of the shares of Series A Preferred Stock without the consent
            of
            the holders of a majority of the shares of Series A Preferred Stock then
            outstanding.
 
 
   7.  Status
            of Converted or Redeemed Stock .
            In the
            event any shares of Series A Preferred Stock shall be converted pursuant
            to
            Section 4 hereof, the shares so converted shall be canceled and shall
            not be
            issuable by the corporation.
 
 THREE.  The
            authorized number of shares of Preferred Stock is 5,000,000 and no shares
            of
            such class have been issued. The authorized number of shares of Series
            A
            Preferred Stock is 500,000, and no shares of such series have been
            issued.
 
 IN
            WITNESS WHEREOF, the undersigned has executed this certificate. The undersigned
            declares under penalty of perjury that the matters set forth in the foregoing
            certificate are true of his own knowledge. Executed at Newport Beach,
            California
            effective on October 8, 1998.
 
 
 _________________________________
 Evan
            M.
            Gruber, Chief Executive Officer
 
 
 
 ______________________________________
 Michael
            G. Rhodes, Secretary
  
  
 **CERTIFICATE
          OF INCORPORATION**
 **OF**
 **MODTECH
          HOLDINGS, INC.**
 
 **INCORPORATED
          UNDER THE LAWS OF THE STATE OF DELAWARE**
 
 
 
 ARTICLE
          I
 
 NAME
 
 The
          name
          of the corporation (the "Corporation") is:
 
 Modtech
          Holdings, Inc.
 
 
 ARTICLE
          II
 
 REGISTERED
          OFFICE
 
 The
          address of the Corporation's registered office in the State of Delaware
          is
          Paracorp Incorporated, 15 East North Street, in the City of Dover, County
          of
          Kent. The name of the Corporation's registered agent at such address is
          Paracorp
          Incorporated.
 
 ARTICLE
          III
 
 POWERS
 
 The
          purpose of the Corporation shall be to engage in any lawful act or activity
          for
          which corporations may be organized and incorporated under the General
          Corporation Law of the State of Delaware (the "GCL").
 
 ARTICLE
          IV
 
 CAPITAL
          STOCK
 
 (a)  The
          total
          number of shares of stock which the Corporation shall have authority to
          issue is
          30,000,000, consisting of 5,000,000 shares of preferred stock, par value
          $0.01
          per share ("Preferred Stock"), and 25,000,000 shares of common stock, par
          value
          $0.01 per share ("Common Stock").
 
 
  (b)  The
          Preferred Stock may be issued from time to time in one or more series.
          The Board
          of Directors is hereby authorized to provide for the issuance of shares
          of
          Preferred Stock in series and, by filing a certificate pursuant to the
          applicable law of the State of Delaware ("Preferred Stock Designation"),
          to
          establish from time to time the number of shares to be included in each
          such
          series, and to fix the designation, powers, preferences and rights of the
          shares
          of each such series and the qualifications, limitations and restrictions
          thereof. The authority of the Board of Directors with respect to each series
          shall include, but not be limited to, determination of the
          following:
 
 
 (1)  The
          designation of the series, which may be by distinguishing number, letter
          or
          title.
 
 (2)  The
          number of shares of the series, which number the Board of Directors may
          thereafter (except where otherwise provided in the Preferred Stock Designation)
          increase or decrease (but not below the number of shares thereof then
          outstanding).
 
 (3)  Whether
          dividends, if any, shall be cumulative or noncumulative and the dividend
          rate of
          the series.
 
 (4) The
              dates
              on which dividends, if any, shall be payable.
 
 (5)  The
          redemption rights and price or prices, if any, for shares of the
          series.
 
 (6)  The
          terms
          and amount of any sinking fund provided for the purchase or redemption
          of shares
          of the series.
 
 (7)  The
          amounts payable on, and the preferences, if any, of shares of the series
          in the
          event of any voluntary or involuntary liquidation, dissolution or winding
          up of
          the affairs of the Corporation.
 
 (8)  Whether
          the shares of the series shall be convertible into shares of any other
          class or
          series, or any other security, of the Corporation or any other corporation,
          and,
          if so, the specification of such other class or series of such other security,
          the conversion price or prices or rate or rates, any adjustments thereof,
          the
          date or dates at which such shares shall be convertible and all other terms
          and
          conditions upon which such conversion may be made.
 
 (9)  Restrictions
          on the issuance of shares of the same series or of any other class or
          series.
 
 (10)  The
          voting rights, if any, of the holders of shares of the series.
 
 (c)  The
          Common Stock shall be subject to the express terms of the Preferred Stock
          and
          any series thereof. Each share of Common Stock shall be equal to each other
          share of Common Stock. The holders of shares of Common Stock shall be entitled
          to one vote for each such share upon all questions presented to the
          stockholders.
 
 2
   Except
          as
          may be provided in this Certificate of Incorporation or in a Preferred
          Stock
          Designation, or as may be required by law, the Common Stock shall have
          the
          exclusive right to vote for the election of directors and for all other
          purposes, and holders of Preferred Stock shall not be entitled to receive
          notice
          of any meeting of stockholders at which they are not entitled to
          vote.
 
 (d)  The
          Corporation shall be entitled to treat the person in whose name any share
          of its
          stock is registered as the owner thereof for all purposes and shall not
          be bound
          to recognize any equitable or other claim to, or interest in, such share
          on the
          part of any other person, whether or not the Corporation shall have notice
          thereof, except as expressly provided by applicable law.
 
 ARTICLE
          V
 
 BYLAWS
 
 In
          furtherance of, and not in limitation of, the powers conferred by law,
          the Board
          of Directors is expressly authorized and empowered:
 
 (1)  to
          adopt,
          amend or repeal the By-laws of the Corporation; provided, however, that
          the
          By-laws adopted by the Board of Directors under the powers hereby conferred
          may
          be amended or repealed by the Board of Directors or by the stockholders
          having
          voting power with respect thereto, and
 
 (2)  from
          time
          to time to determine whether and to what extent, and at what times and
          places,
          and under what conditions and regulations, the accounts and books of the
          Corporation, or any of them, shall be open to inspection of stockholders;
          and,
          except as so determined or as expressly provided in this Certificate of
          Incorporation or in any Preferred Stock Designation, no stockholder shall
          have
          any right to inspect any account, book or document of the Corporation other
          than
          such rights as may be conferred by applicable law.
 
 The
          Corporation may in its By-laws confer powers upon the Board of Directors
          in
          addition to the foregoing and in addition to the powers and authorities
          expressly conferred upon the Board of Directors by applicable law.
 
 3
 ARTICLE
          VI
 
 STOCKHOLDER
          MEETINGS
 
 Subject
          to the rights of the holders of any series of Preferred Stock or any other
          series or class of stock as set forth in this Certificate of Incorporation
          to
          elect additional directors under specific circumstances, any action required
          or
          permitted to be taken by the stockholders of the Corporation must be effected
          at
          a duly called annual or special meeting of stockholders of the Corporation
          and
          may not be effected by any consent in writing in lieu of a meeting of such
          stockholders.
 
 ARTICLE
          VII
 
 DIRECTORS
 Subject
          to the rights of the holders of any series of Preferred Stock or any other
          series or class of stock as set forth in this Certificate of Incorporation
          to
          elect additional directors under specified circumstances, the number of
          directors of the Corporation shall be fixed, and may be increased or decreased
          from time to time, in such manner as may be prescribed by the
          By-laws
 of
          the
          Corporation.
 
 Unless
          and except to the extent that the By-laws of the Corporation shall so require,
          the election of directors of the Corporation need not be by written
          ballot.
 
 Each
          director shall serve for a term ending on the date of the next annual meeting;
          provided, that each director shall serve until his successor is duly elected
          and
          qualified or until his death, resignation or removal.
 
 Subject
          to the rights of the holders of any series of Preferred Stock or any other
          series or class of stock as set forth in this Certificate of Incorporation
          to
          elect additional directors under specified circumstances, any director
          may be
          removed from office at any time by the stockholders, but only for
          cause.
 
 4
 ARTICLE
          VIII
 
 INDEMNIFICATION
 
 Each
          person who is or was or has agreed to become a director or officer of the
          Corporation, or each such person who is or was serving or who has agreed
          to
          serve at the request of the Board of Directors or an officer of the Corporation
          as an employee or agent of the Corporation or as a director, officer, employee
          or agent of another corporation, partnership, joint venture, trust or other
          enterprise, including service with respect to employee benefit plans (including
          the heirs, executors, administrators or estate of such person), shall be
          indemnified by the Corporation, in accordance with the By-laws of the
          Corporation, to the fullest extent permitted from time to time by the GCL
          as the
          same exists or may hereafter be amended (but, in the case of any such amendment,
          only to the extent that such amendment permits the Corporation to provide
          broader indemnification rights than said law permitted prior to such amendment)
          or any other applicable laws as presently or hereafter in effect. Without
          limiting the generality or the effect of the foregoing, the Corporation
          may
          enter into one or more agreements with any person which provide for
          indemnification greater than or different from that provided in this Article
          VIII. Any amendment or repeal of this Article VIII shall not adversely
          affect
          any right or protection existing hereunder in respect of any act or omission
          occurring prior to such amendment or repeal.
 
 ARTICLE
          IX
 
 LIMITATION
          OF DIRECTORS = LIABILITY
  A
          director of the Corporation shall not be personally liable to the Corporation
          or
          its stockholders for monetary damages for breach or alleged breach of fiduciary
          duty as a director, except for liability (1) for any breach of the director's
          duty of loyalty to the Corporation or its stockholders, (2) for acts or
          omissions not in good faith or which involve intentional misconduct or
          a knowing
          violation of law, (3) under Section 174 of the GCL, or (4) for any transaction
          from which the director derived an improper personal benefit. Any amendment
          or
          repeal of this Article IX shall not adversely affect any right or protection
          of
          a director of the Corporation existing hereunder in respect of any act
          or
          omission occurring prior to such amendment or repeal.
 
 ARTICLE
          X
 
 AMENDMENT
 
 Except
          as
          may be expressly provided in this Certificate of Incorporation, the Corporation
          reserves the right at any time and from time to time to amend, alter, change
          or
          repeal any provision contained in this Certificate of Incorporation or
          a
          Preferred Stock Designation, and any other provisions authorized by the
          laws of
          the State of Delaware at the time in force may be added or inserted, in
          the
          manner now or hereafter prescribed herein or by applicable law, and all
          rights,
          preferences and privileges of whatsoever nature conferred upon stockholders,
          directors or any other persons whomsoever by and pursuant to this Certificate
          of
          Incorporation in its present form or as hereafter amended are granted subject
          to
          the right reserved in this Article X; provided, however, that any amendment
          or
          repeal of any provision of this Certificate of Incorporation shall not
          adversely
          affect any right or protection existing hereunder in respect of any act
          or
          omission occurring prior to such amendment or repeal; and provided further
          that
          no Preferred Stock Designation shall be amended after the issuance of any
          shares
          of the series of Preferred Stock created thereby, except in accordance
          with the
          terms of such Preferred Stock Designation and the requirements of applicable
          law.
 
 5
 ARTICLE
          XI
 
 INCORPORATOR
 
 The
          name
          and mailing address of the incorporator is Sharon Beirdneau, 4675 MacArthur
          Court, Suite 710, Newport Beach, CA 92660.
 
 IN
          WITNESS WHEREOF, I, the undersigned, being the incorporator hereinbefore
          named,
          do hereby further certify that the facts hereinabove stated are truly set
          forth
          and, accordingly, I have hereunto set my hand this 6th day of October,
          1998.
   
 s/Sharon
          Beirdneau
 Sharon
          Beirdneau, Incorporator
 6