**EXHIBIT
          10.39**
  **INTELLECTUAL
          PROPERTY SECURITY AGREEMENT**
  THIS
          INTELLECTUAL PROPERTY SECURITY AGREEMENT (the “ Agreement ”),
          dated
          as of October 31, 2006, is made by MODTECH
          HOLDINGS, INC. ,
          a
          Delaware corporation (the “ Grantor ”),
          in
          favor of LAURUS MASTER FUND, LTD. (“ Laurus ”).
  WHEREAS,
          pursuant to that certain Securities Purchase Agreement dated as of the
          date
          hereof by and between the Grantor and Laurus (as from time to time amended,
          restated, supplemented and/or otherwise modified, the “ Securities
          Purchase Agreement ”),
          Laurus has agreed to provide financial accommodations to the
          Grantor;
  WHEREAS,
          Laurus is willing to enter into the Securities Purchase Agreement, but
          only upon
          the condition, among others, that the Grantor shall have executed and delivered
          to Laurus this Agreement;
  NOW,
          THEREFORE, in consideration of the premises and mutual covenants herein
          contained and for other good and valuable consideration, the receipt and
          sufficiency of which are hereby acknowledged, the Grantor hereby agrees
          as
          follows:
  Section
          1  DEFINED
          TERMS .
  (a)  When
          used
          herein the following terms shall have the following meanings:
  “ Copyrights ”
means
          all works capable of copyright under the laws of the United States, any
          other
          country or any political subdivision thereof, whether registered or unregistered
          and whether published or unpublished, all registrations and recordings
          thereof,
          and all applications in connection therewith, including all registrations,
          recordings and applications in the United States Copyright Office, and
          the right
          to obtain all renewals of any of the foregoing.
  “ Copyright
          Licenses ”
means
          all written agreements relating to any Copyright, including agreements
          providing
          the grant of rights to manufacture, distribute, exploit and sell materials
          derived from any Copyright, and whether Grantor is named as licensor, licensee
          or otherwise.
  “ General
          Intangibles ”
shall
          have the meaning provided thereto in Section 9-102 of the UCC, as amended,
          restated or otherwise modified from time to time.
  “ IP
          Licenses ”
shall
          mean Copyright Licenses, Patent Licenses and Trademark Licenses.
  “ Patents ”
means
          (a) all letters patent of the United States, any other country or any political
          subdivision thereof, and all reissues and extensions of such letters patent,
          (b)
          all applications for letters patent of the United States or any other county
          and
          all divisions, continuations and continuations-in-part thereof, and (c)
          all
          rights to obtain any reissues or extensions of the foregoing.
  
  “ Patent
          Licenses ”
means
          all agreements, whether written or oral, relating to any Patent, including
          agreements providing for the grant by or to any Grantor of any right to
          manufacture, use or sell any invention covered in whole or in part by a
          Patent,
          and whether Grantor is named as licensor, licensee or otherwise.
  “ Trademarks ”
means
          (a) all trademarks, trade names, corporate names, business names, fictitious
          business names, trade styles, services marks, logos, domain names and other
          source or business identifiers, and all goodwill associated therewith,
          now
          existing or hereafter adopted or acquired, all registrations and recordings
          thereof, and all applications in connection therewith, whether in the United
          States Patent and Trademark Office or in any similar office or agency of
          the
          United States, any State thereof or any other country or political subdivision
          thereof, or otherwise, and all common-law rights thereto, and (b) the right
          to
          obtain all renewals thereof.
  “ Trademark
          Licenses ”
means,
          collectively, each agreement, whether written or oral, relating to any
          Trademark, including agreements providing for the grant by or to any Grantor
          of
          any right to use any Trademark, and whether Grantor is named as licensor,
          licensee or otherwise.
  (b)  All
          capitalized terms used but not otherwise defined herein have the meanings
          given
          to them in the Purchase Agreement.
  Section
          2  GRANT
          OF SECURITY INTEREST IN INTELLECTUAL PROPERTY COLLATERAL .
          To
          secure the complete and timely payment of all the Obligations of the Grantor
          now
          or hereafter existing from time to time, the Grantor hereby grants to Laurus
          a
          continuing first priority security interest in all of the Grantor’s right, title
          and interest in, to and under the following, whether presently existing
          or
          hereafter created or acquired (collectively, the “ Collateral ”):
  (a)  all
          of
          its Patents and Patent Licenses to which it is a party including those
          referred
          to on Schedule
          I hereto;
  (b)  all
          of
          its Trademarks and Trademark Licenses to which it is a party including
          those
          referred to on Schedule
          II hereto;
  (c)  all
          of
          its Copyrights and Copyright Licenses to which it is a party including
          those
          referred to on Schedule
          III hereto;
  (d)  all
          renewals, reissues, continuations or extensions of the foregoing;
  (e)  all
          goodwill of the business connected with the use of, and symbolized by,
          each
          Patent, each Patent License, each Trademark, each Trademark License, each
          Copyright and each Copyright License; and
  (f)  all
          products and proceeds of the foregoing, including, without limitation,
          any claim
          by the Grantor against third parties for past, present or future (i)
          infringement or dilution of any Patent or Patent licensed under any Patent
          License, (ii) injury to the goodwill associated with any Patent or any
          Patent
          licensed under any Patent License, (iii) infringement or dilution of any
          Trademark or Trademark licensed under any Trademark License, (iv) injury
          to the
          goodwill associated with any Trademark or any Trademark licensed under
          any
          Trademark License, (v) infringement or dilution of any Copyright or Copyright
          licensed under any Copyright License, and (vi) injury to the goodwill associated
          with any Copyright or any Copyright licensed under any Copyright
          License.
  2
  Section
          3  REPRESENTATIONS
          AND WARRANTIES .
          Each
          Grantor represents and warrants that:
  (a)  Such
          Grantor does not have any interest in, or title to, any Patent, Trademark,
          Copyright or any IP License, except as set forth in Schedule
          I , Schedule
          II and Schedule
          III ,
          respectively, hereto.
  (b)  Except
          as
          set forth in Schedule
          I , Schedule
          II and Schedule
          III ,
          the
          Grantor either is the sole owner of the Patents, Trademarks and Copyrights,
          or
          has the sole right to use the Patents, Trademarks and Copyrights, free
          and clear
          of all liens or other encumbrances.
  (c)  Except
          as
          set forth on Schedule 3(c), each of the Patents, Trademarks and Copyrights
          is
          valid and enforceable, and there is no claim that the use of any of them
          violates the rights of any third party.
  (d)  The
          IP
          Licenses are in full force and effect, and the Grantor is not in breach
          or
          default under any of the IP Licenses.
  (e)  This
          Agreement is effective to create a valid and continuing first priority
          lien on
          and perfected security interests in favor of Laurus in all of the Grantor’s
          Patents, Trademarks, Copyrights and IP Licenses and such perfected security
          interests are enforceable as such as against any and all creditors of,
          and
          purchasers from, the Grantor.
  (f)  Upon
          the
          filing of (i) appropriate financing statements, all action necessary to
          perfect
          Laurus’ first priority lien on the Grantor’s Patents, Trademarks and IP Licenses
          shall have been duly taken and (ii) the security interest in the Copyrights
          with
          the Copyright Office, all action necessary to perfect Laurus’ first priority
          lien on the Grantor’s Copyrights shall have been duly taken.
  Section
          4  COVENANTS .
          Each
          Grantor covenants and agrees with Laurus that from and after the date of
          this
          Agreement:
  (a)  Such
          Grantor shall notify Laurus promptly (and in any event within three (3)
          Business
          Days following such occurrence) if it knows or has reason to know that
          any
          application or registration relating to any Patent, Trademark or Copyright
          (now
          or hereafter existing) may become abandoned or dedicated, or of any adverse
          determination or development (including the institution of, or any such
          determination or development in, any proceeding in the United States Patent
          and
          Trademark Office, the United States Copyright Office or any court) regarding
          the
          Grantor’s ownership of or right to use any Patent, Trademark or Copyright, its
          right to register the same, or to keep and maintain the same.
  3
  (b)  In
          no
          event shall the Grantor, either directly or through any agent, employee,
          licensee or designee, file an application for the registration of any Patent,
          Trademark or Copyright with the United States Patent and Trademark Office,
          the
          United States Copyright Office or any similar office or agency without
          giving
          Laurus prior written notice thereof, and, upon request of Laurus, the Grantor
          shall execute and deliver a supplement hereto (in form and substance
          satisfactory to Laurus) to evidence Laurus’ lien on such Patent, Trademark or
          Copyright, and the General Intangibles of the Grantor relating thereto
          or
          represented thereby.
  (c)  Other
          than for those Trademarks and/or trademarks owned by a third party and
          subject
          to a Trademark License set forth on Schedule 4(c) hereto, such Grantor
          shall
          take all actions necessary or requested by Laurus to continue to use all
          Trademarks (and all trademarks owned by a third party and subject to a
          Trademark
          License) and maintain and pursue each application, to obtain the relevant
          registration and to maintain the registration of each of the Patents or
          Trademarks (now or hereafter existing), including the filing of applications
          for
          renewal, affidavits of use, affidavits of noncontestability and opposition
          and
          interference and cancellation proceedings. Such Grantor hereby acknowledges
          that
          those Trademark and/or trademarks owned by a third party and subject to
          a
          Trademark License which are set forth on Schedule 4(c) are not necessary
          for the
          continued operation of such Grantor’s business.
  (d)  In
          the
          event that any of the Collateral is infringed upon, misappropriated or
          diluted
          by a third party, the Grantor shall notify Laurus promptly after the Grantor
          learns thereof. Such Grantor shall, unless it shall reasonably determine
          that
          such Collateral is in no way material to the conduct of its business or
          operations, promptly shall take such actions as Laurus shall reasonably
          deem
          appropriate under the circumstances to protect such Collateral.
  (e)  At
          any
          time and from time to time, upon the written request of Laurus and at the
          sole
          expense of the Grantor, the Grantor shall promptly and duly execute and
          deliver
          any and all such further instruments and documents and take such further
          action
          as Laurus may reasonably request (i) to obtain the full benefits of this
          Agreement, (ii) to protect, preserve and maintain Laurus’ rights in the
          Collateral and under this Agreement, and/or (iii) to enable Laurus to exercise
          all or any of the rights and powers herein granted.
  Section
          5  MASTER
          SECURITY AGREEMENT .
          The
          security interests granted pursuant to this Agreement are granted in conjunction
          with the security interests granted to Laurus by the Grantor pursuant to
          the
          Master Security Agreement. Each Grantor and Laurus hereby acknowledges
          and
          affirms that the rights and remedies of Laurus with respect to the security
          interest in the Collateral made and granted hereby are more fully set forth
          in
          the Master Security Agreement, the terms and provisions of which are
          incorporated by reference herein as if fully set forth herein.
  Section
          6  REINSTATEMENT .
          This
          Agreement shall remain in full force and effect and continue to be effective
          should any petition be filed by or against any Grantor for liquidation
          or
          reorganization, should any Grantor become insolvent or make an assignment
          for
          the benefit of any creditor or creditors or should a receiver or trustee
          be
          appointed for all or any significant part of any Grantor’s assets, and shall
          continue to be effective or be reinstated, as the case may be, if at any
          time
          payment and performance of the Obligations, or any part thereof, is, pursuant
          to
          applicable law, rescinded or reduced in amount, or must otherwise be restored
          or
          returned by any obligee of the Obligations, whether as a “voidable preference,”
“fraudulent conveyance,” or otherwise, all as though such payment or performance
          had not been made. In the event that any payment, or any part thereof,
          is
          rescinded, reduced, restored or returned, the Obligations shall be reinstated
          and deemed reduced only by such amount paid and not so rescinded, reduced,
          restored or returned.
  4
  Section
          7  EXECUTION
          OF POWER OF ATTORNEY .
          Concurrently with the execution and delivery hereof, the Grantor (a) shall
          execute and deliver to Laurus, in the form of Exhibit
          A hereto,
          ten (10) originals of a Power of Attorney for the implementation of the
          assignment, sale or other disposal of the Trademarks pursuant to Section
          5
          hereof and (b) shall execute and deliver to Laurus, in the form of Exhibit
          B hereto,
          ten (10) originals of a Power of Attorney for the implementation of the
          assignment, sale or other disposal of the Copyrights pursuant to Section
          5
          hereof. Laurus shall not exercise its rights under the foregoing Powers
          of
          Attorney unless an Event of Default shall have occurred and be continuing.
  Section
          8  INDEMNIFICATION .
          (a)
          Each Grantor assumes all responsibility and liability arising from the
          use of
          the Patents, Trademarks and/or Copyrights and the Grantor hereby indemnifies
          and
          holds Laurus harmless from and against any claim, suit, loss, damage or
          expense
          (including reasonable attorneys’ fees) arising out of the Grantor’s operations
          of its business from the use of the Patents, Trademarks and/or Copyrights.
          (b)
          In any suit, proceeding or action brought by Laurus under any IP License
          for any
          sum owing thereunder, or to enforce any provisions of such IP License,
          Grantor
          will indemnify and keep Laurus harmless from and against all expense, loss
          or
          damage suffered by reason of any defense, set off, counterclaim, recoupment
          or
          reduction or liability whatsoever of the obligee thereunder, arising out
          of a
          breach of the applicable Grantor of any obligation thereunder or arising
          out of
          any other agreement, indebtedness or liability at any time owing to or
          in favor
          of such obligee or its successors from the Grantor, and all such obligations
          of
          the Grantor shall be and remain enforceable against and only against the
          Grantor
          and shall not be enforceable against Laurus.
  Section
          9  NOTICES .
          Whenever it is provided herein that any notice, demand, request, consent,
          approval, declaration or other communication shall or may be given to or
          served
          upon any of the parties by any other party, or whenever any of the parties
          desires to give and serve upon any other party any communication with respect
          to
          this Agreement, each such notice, demand, request, consent, approval,
          declaration or other communication shall be in writing and shall be given
          in the
          manner, and deemed received, as provided for in the Securities Purchase
          Agreement.
  Section
          10  TERMINATION
          OF THIS AGREEMENT .
          Subject
          to Section
          6 hereof,
          this Agreement shall terminate upon indefeasible payment in full in cash
          of all
          Obligations and irrevocable termination of the Securities Purchase
          Agreement.
  [ *Signature
          Page to Follow* ]
  5
  IN
          WITNESS WHEREOF, the Grantor has caused this Intellectual Property Security
          Agreement to be executed and delivered by its duly authorized officer as
          of the
          date first set forth above.
 MODTECH
                  HOLDINGS,
                  INC.By:Name:Title:
  ACCEPTED AND ACKNOWLEDGED
                  BY:LAURUS
                  MASTER FUND, LTD.By:Name:
                  Title:
   6
  STATE
          OF
          ____________  )
 )  ss:
 COUNTY
          OF
          __________  )
  On
          the
          ____ day of ___________, 2006, before me personally came _______________________
          to me known, who being by me duly sworn, did depose and say s/he is the
          ______________ of Modtech Holdings, Inc., the corporation described in
          and which
          executed the foregoing instrument; and that s/he signed her/his name thereto
          by
          order of the board of directors of said corporation.
 Notary
                    Public
                  My
                    Commission Expires:
   7
  SCHEDULE
          I
 TO
 INTELLECTUAL
          PROPERTY SECURITY AGREEMENT
  I.PATENT
                    REGISTRATIONSGrantor
                Patent
                Reg.
                    No.
                DateNone.
  II.PATENT
                    APPLICATIONSGrantor
                Patent
                Application
                    No.
                DateNone.
  III.PATENT
                    LICENSESGrantor
                Patent
                Reg.
                    No.
                Date
                Exclusivity
                Type
                    of LicenseNone.
  8
  SCHEDULE
          II
 TO
 INTELLECTUAL
          PROPERTY SECURITY AGREEMENT
  **Trademark**
                
                **Owner**
                
                **Status**
                
                **Application/**
                  **Registration**
                  **Number**
                
                **Filing****Date**Modcrete
                
                Modtech
                  Holdings,
                    Inc.
                
                Abandoned
                  2/11/05
                
                78/208,029
                
                1/28/03Modtech
                  Telecom
                
                Modtech
                  Holdings,
                    Inc.
                
                Abandoned
                  12/9/04
                
                76/371,867
                
                2/14/02United
                    Modular
                
                Modtech
                  Holdings,
                    Inc.
                
                Registered
                  7/23/02
                
                2,598,642
                
                12/7/99Modtech
                
                Modtech
                  Holdings,
                    Inc.
                
                Registered
                  3/25/03
                
                2,699,855
                
                1/18/02United
                    Modular
                  Technology
                
                Modtech
                  Holdings,
                    Inc.
                
                Abandoned
                  4/18/02
                
                75/866,601
                
                12/7/99The
                    Right Space,
                  At
                    the Right
                  Time,
                    For the
                  Right
                    Price
                
                Modtech
                  Holdings,
                    Inc.
                
                Pending
                
                78/680,057
                
                7/27/05
  All
          trademarks are applied for and registered only in the United States. The
          Company
          has not licensed any trademarks from third parties or licensed any of its
          trademarks to third parties. The Company currently only uses the trademarks
          "Modtech" and "The Right Space, At the Right Time, For the Right Price"
          in its
          business. The other marks are no longer in use.
  By
          letter
          dated April 4, 2006, Modular Technology, Inc., an Arizona Corporation,
          asserted
          through its attorneys that the Company’s use of the mark “MODTECH” violated its
          rights to the mark “MOD TECH” in Arizona. The Company has not responded to the
          letter or received any further communications from Modular Technology,
          Inc. or
          its attorneys.
  9
  SCHEDULE
          III
 TO
 INTELLECTUAL
          PROPERTY SECURITY AGREEMENT
  **Copyrights/Title**
                
                **Owner**
                
                **Status**
                
                **Registration**
                  **Number**
                
                **Registration**
                  **Date**Architectural
                    Plans
                  &Drawings
                    for 2
                  story
                    relocatable classroom
                  building
                    30' x 33'
                
                Modtech
                  Holdings,
                    Inc.
                
                Registered
                
                VA-1-160-334
                
                9/26/02Architectural
                    Plans
                  &Drawings
                    for 2
                  story
                    relocatable classroom
                  buildings
                    48' x 40' expandable to 216' x 40'
                
                Modtech
                  Holdings,
                    Inc.
                
                Registered
                
                VA-1-149-006
                
                9/25/02Architectural
                    Plans
                  &Drawings
                    for
                  relocatable
                  classroom
                    building 30' x 32'
                  expandable
                    to 270' x 32'
                
                Modtech
                  Holdings,
                    Inc.
                
                Registered
                
                VA-1-149-005
                
                9/25/02Architectural
                    Plans
                  &Drawings
                    for
                  relocatable
                    classroom buildings 24' x 40' expandable to 144' x 40'
                
                Modtech
                  Holdings,
                    Inc.
                
                Registered
                
                VA-1-147-591
                
                9/23/02Architectural
                    Plans
                  &Drawings
                    for 24' x 40'
                  relocatable
                    building
                
                Modtech,
                    Inc.
                  (predecessor
                    to
                  Modtech
                  Holdings,
                    Inc.)
                
                Registered
                
                VA-902-842
                
                7/20/98Architectural
                    Plans
                  &Drawings
                    for 24' x 40'
                  relocatable
                    building
                
                Modtech,
                    Inc.
                  (predecessor
                    to
                  Modtech
                  Holdings,
                    Inc.)
                
                Registered
                
                VA-902-841
                
                7/20/98Architectural
                    Plans
                  &Drawings
                    for 24' x 40'
                  relocatable
                    building
                  for
                    model PC266
                
                Modtech,
                    Inc.
                  (predecessor
                    to
                  Modtech
                  Holdings,
                    Inc.)
                
                Registered
                
                VA-880-041
                
                4/15/98Architectural
                    Plans
                  &
                    Drawings for 24' x 40' classroom : model PC24
                
                Modtech,
                    Inc.
                  (predecessor
                    to
                  Modtech
                  Holdings,
                    Inc.)
                
                Registered
                
                VAu-391-214
                
                3/17/98Architectural
                    work for
                  24'
                    x 40' classroom : model PC24
                
                Modtech,
                    Inc.
                  (predecessor
                    to
                  Modtech
                  Holdings,
                    Inc.)
                
                Registered
                
                VAu-391-215
                
                3/17/98Architectural
                    Plans
                  &
                    Drawings for
                  24'
                    x 40' classroom floor plan
                
                Modtech,
                    Inc.
                  (predecessor
                    to
                  Modtech
                  Holdings,
                    Inc.)
                
                Registered
                
                VAu-404-099
                
                3/17/98Architectural
                    Plans
                  &
                    Drawings for 24' x 40' classroom foundation plan
                
                Modtech,
                    Inc.
                  (predecessor
                    to
                  Modtech
                  Holdings,
                    Inc.)
                
                Registered
                
                Vau-404-100
                
                3/17/98
  The
          Company has not licensed any of its copyrights from or to third
          parties.
  10
  EXHIBIT
          A
  SPECIAL
          POWER OF ATTORNEY
 STATE
                      OF NEW YORK
                  ))ss:COUNTY
                      OF NEW YORK
                  )
 KNOW
          ALL
          MEN BY THESE PRESENTS, that Modtech Holdings, Inc., a corporation formed
          under
          the laws of Delaware with its principal office at 2830 Barrett Avenue,
          Perris,
          California 92571 (“ Company ”),
          pursuant to an Intellectual Property Security Agreement dated as of ____________
          ___, 2006 (as amended, modified, restated and/or supplemented from time
          to time,
          the “ Agreement ”),
          hereby appoints and constitutes Laurus Master Fund, Ltd., with offices
          at c/o
          M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, George Town,
          South Church Street, Grand Cayman, Cayman Islands (the “Laurus”), its true and
          lawful attorney, with full power of substitution, and with full power and
          authority to perform the following acts on behalf of Company:
  I.
                Assigning,
                    selling or otherwise disposing of all right, title and interest
                    of Company
                    in and to the Trademarks listed onSchedule
                    Iof
                    the Agreement, the trademarks which are added to the same subsequent
                    hereto, and all registrations and recordings thereof, and all
                    pending
                    applications therefor, recording, registering and filing of,
                    or
                    accomplishing any other formality with respect to the foregoing,
                    and
                    executing and delivering any and all agreements, documents, instruments
                    of
                    assignment or other papers necessary or advisable to effect such
                    purpose;
  II.
                Executing
                    any and all documents, statements, certificates or other papers
                    necessary
                    or advisable in order to obtain the purposes described above
                    as Laurus may
                    in its sole discretion determine.
  This
          power of attorney is made pursuant to the Agreement and may not be revoked
          until
          the payment in full of all Obligations (as defined in the Agreement) and
          the
          irrevocable termination of the Agreement.
  Dated:  ____________
          ___, 2006
 MODTECH
                    HOLDINGS, INC.By:Name:
                  Title:
  
   STATE
                      OF ____________
                  ))ss:COUNTY
                      OF __________
                  )
 
 On
          the
          ____ day of ____________, 2006, before me personally came
          _______________________ to me known, who being by me duly sworn, did depose
          and
          say s/he is the ______________ of Modtech Holdings, Inc., the corporation
          described in and which executed the foregoing instrument; and that s/he
          signed
          her/his name thereto by order of the board of directors of said
          corporation.
 Notary
                    Public
                  My
                    Commission Expires:
  
  SCHEDULE
          I
  TRADEMARK
          REGISTRATIONS
  GRANTOR
                REG.
                    NO.
                MARK
                COUNTRY
                REG.
                    DATE
  TRADEMARK
          APPLICATIONS
  GRANTOR
                SER.
                    NO.
                MARK
                COUNTRY
                FILING
                    DATE
  
  EXHIBIT
          B
  SPECIAL
          POWER OF ATTORNEY
 STATE
                      OF NEW YORK
                  ))ss:COUNTY
                      OF NEW YORK
                  )
 
 KNOW
          ALL
          MEN BY THESE PRESENTS, that Modtech Holdings, Inc., a corporation formed
          under
          the laws of Delaware with its principal office at 2830 Barrett Avenue,
          Perris,
          California 92571 (“ Company ”),
          pursuant to an Intellectual Property Security Agreement dated as of ____________
          ___, 2006 (as amended, modified, restated and/or supplemented from time
          to time,
          the “ Agreement ”),
          hereby appoints and constitutes Laurus Master Fund, Ltd., with offices
          at c/o
          M&C Corporate Services Limited, P.O. Box 309 GT, Ugland House, George Town,
          South Church Street, Grand Cayman, Cayman Islands (the “Laurus”), its true and
          lawful attorney, with full power of substitution, and with full power and
          authority to perform the following acts on behalf of Company:
  I.
                Assigning,
                    selling or otherwise disposing of all right, title and interest
                    of Company
                    in and to the Copyrights listed onSchedule
                    IIof
                    the Agreement, the copyrights which are added to the same subsequent
                    hereto, and all registrations and recordings thereof, and all
                    pending
                    applications therefor, recording, registering and filing of,
                    or
                    accomplishing any other formality with respect to the foregoing,
                    and
                    executing and delivering any and all agreements, documents, instruments
                    of
                    assignment or other papers necessary or advisable to effect such
                    purpose;
  II.
                Executing
                    any and all documents, statements, certificates or other papers
                    necessary
                    or advisable in order to obtain the purposes described above
                    as Laurus may
                    in its sole discretion determine.
  This
          power of attorney is made pursuant to the Agreement and may not be revoked
          until
          the payment in full of all Obligations (as defined in the Agreement) and
          the
          irrevocable termination of the Agreement.
  Dated:  ____________
          ___, 2006
 MODTECH
                      HOLDINGS, INC.By:Name:
                  Title:
  
  STATE
                    OF ____________
                ))ss:COUNTY
                    OF __________
                )
  On
          the
          ____ day of ____________, 2006, before me personally came
          _______________________ to me known, who being by me duly sworn, did depose
          and
          say s/he is the ______________ of Modtech Holdings, Inc., the corporation
          described in and which executed the foregoing instrument; and that s/he
          signed
          her/his name thereto by order of the board of directors of said
          corporation.
 Notary
                    Public
                  My
                    Commission Expires:
  
  SCHEDULE
          II
 
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