Exhibit 10.2



MODTECH, INC.



1996 STOCK OPTION PLAN



1. PURPOSE. The Plan is intended to provide incentive to key employees and directors of, and key consultants, vendors, customers, and others
expected to provide significant services to, the Corporation, to encourage proprietary interest in the Corporation, to encourage such key employees to remain in the employ of the Corporation and its Subsidiaries, to attract new employees with
outstanding qualifications, and to afford additional incentive to consultants, vendors, customers, and others to increase their efforts in providing significant services to the Corporation.



2. DEFINITIONS.



(a) Board shall mean the Board of Directors of the Corporation.



(b) Code shall mean the Internal Revenue Code of
1986, as amended.



(c) Committee shall mean the
committee, if any, appointed by the Board in accordance with Section 4 of the Plan.



(d) Common Stock shall mean the Common Stock, $.01 par value, of the Corporation.



(e) Corporation shall mean Modtech, Inc., a California corporation.



(f) Disability shall mean the condition of an Employee who is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months.



(g) Employee shall mean an individual who is employed (within the
meaning of Code Section 3401 and the regulations thereunder) by the Corporation or a Subsidiary.



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(h) Exercise Price shall mean the price per Share of Common Stock, determined by the Board or
the Committee, at which an Option may exercised.



(i)
Fair Market Value shall mean the value of one (1) Share of Common Stock, determined as follows:



| | (1) | If the Shares are traded on an exchange, the price at which Shares traded at the close of business on the date of valuation;
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| | (2) | If the Shares are traded over-the-counter on the NASDAQ System, the closing price if one is available, or the mean between the bid and asked prices on said System at the close of
business on the date of valuation; and
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| | (3) | If neither (1) nor (2) applies, the fair market value as determined by the Board or the Committee in good faith. Such determination shall be conclusive and binding on all persons.
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(j) Incentive Stock Option shall
mean an option described in Section 422A(b) of the Code; provided, however, that no Incentive Stock Option can be granted hereunder unless and until the Plan has been approved by the shareholders of the Corporation.



(k) Non-Employee Director shall mean a member of the Board who is
not an Employee.



(l) Nonstatutory Stock Option
shall mean an option not described in Section 422(b), 422A(b), 423(b) or 424(b) of the Code.



(m) Option shall mean any stock granted pursuant to the Plan.



(n) Optionee shall mean an employee who has received an Option.



(o) Plan shall mean the Modtech, Inc. 1996 Stock Option Plan, as it may be amended from time to time.



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(p) Purchase Price shall mean the Exercise Price times the number of Shares with respect to
which an Option is exercised.



(q) Retirement shall
mean the voluntary termination of employment by an Employee upon the attainment of age sixty-five (65) and the completion of not less than twenty (20) years of service with the Corporation or a Subsidiary.



(r) Share shall mean one (1) share of Common Stock, adjusted in
accordance with Section 10 of the Plan (if applicable).



(s)
Subsidiary shall mean any corporation at least fifty percent (50%) of the total combined voting power of which is owned by the Corporation or by another Subsidiary.



3. EFFECTIVE DATE. The Plan was adopted by the Board on July 11, 1996, which shall be the Effective Date of the Plan.



4. ADMINISTRATION. The Plan shall be administered by
the Board, or by a committee appointed by the Board which shall consist of not less than three (3) members (the Committee). The Board shall appoint one of the members of the Committee, if there be one, as Chairman of the Committee. If a
Committee has been appointed, the Committee shall hold meetings at such times and places as it may determine. Acts of a majority of the Committee at which a quorum is present, or acts reduced to or approved in writing by a majority of the members of
the Committee, shall be the valid acts of the Committee. The Board, or the Committee if there be one, shall from time to time at its discretion select the Employees, directors and consultants who are to be granted Options, determine the number of
Shares to be granted to each Optionee and designate such Options such as Incentive Stock Options or Nonstatutory Stock Options, except that no Incentive Stock Option may be granted to a non-Employee director or a non-Employee consultant. No member
of the Board or a Committee member shall in no event participate in any determination relating to Options held by or to be granted to such Board or Committee member. The interpretation and construction by the Board, or by the Committee if there be
one, of any provision of the Plan or of any Option granted thereunder shall be final. No member of the Board or of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Option granted
thereunder.



5. ELIGIBILITY AND PARTICIPATION.



(a) Eligibility. The Optionees shall be such persons
as the Board, or the Committee if there be one, may select from among the following classes of persons, subject to the terms and conditions of (b) below:



| | (i) | Employees of the Corporation or of a Subsidiary (who may be officers, whether or not they are directors);
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| | (ii) | Non Employee Directors of the Corporation or of a Subsidiary; and
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| | (ii) | Consultants, vendors, customers, and others expected to provide significant services to the Corporation or a Subsidiary.
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For purposes of this Plan, an Optionee who is a director or a consultant,
vendor, customer, or other provider of significant services to the Corporation or a Subsidiary shall be deemed to be an Employee, and service as a director, consultant, vendor, customer, or other provider of significant services to the Corporation
or a Subsidiary shall be deemed to be employment, except that no Incentive Stock Option may be granted to a Non-Employee director or non-Employee consultant, vendor, customer, or other provider of significant services to the Corporation or a
Subsidiary, and except that no Nonstatutory Stock Option may be granted to a non-Employee consultant, vendor, customer, or other provider of significant services to the Corporation or a Subsidiary other than upon a vote of a majority of
disinterested directors finding that the value of the services rendered or to be rendered to the Corporation or a Subsidiary by such non-Employee director or non-Employee consultant, vendor, customer, or other provider of services is at least equal
to the value of the option or options granted.



(b)
Non-Employee Directors. Each Non-Employee Director who was re-elected to the Board at the Annual Meeting of Shareholders held on the Effective Date shall be granted as of the Effective Date a Nonstatutory Stock Option to purchase 5,000 Shares
for each full year of continuous service on the Board since the 1994 Annual Meeting of Shareholders. In addition, on each anniversary of the Effective Date, each Non-Employee Director automatically shall be granted a Nonstatutory Stock Option to
purchase 5,000 Shares, provided that such Non-Employee Director continues to serve on the Board as of such anniversary of the Effective Date. The Exercise Price of each Option granted pursuant to the provisions of this Section 5(b) shall be the Fair
Market Value of a Share on the date of grant.



(c)
Ten-Percent Shareholders. An Employee who owns more than ten percent (10%) of the total combined voting power of all classes of outstanding stock of the Corporation, its parent or any of its Subsidiaries shall not be eligible to receive an
Incentive Stock Option unless (i) the Exercise Price of the Shares subject to such Option is at least one hundred ten percent (110%) of the Fair Market Value of such Shares on the date of grant and (ii) such Option by its terms is not exercisable
after the expiration of five (5) years from the date of grant.



(d) Stock Ownership. For purposes of (b) above, in determining stock ownership an Employee shall be considered as owning the stock owned, directly or indirectly, by or for his brothers, sisters, spouses, ancestors and lineal
descendants. Stock owned, directly or indirectly, by or for a corporation, partnership, estate or trust shall be considered as being owned proportionately by or for its shareholders, partners or beneficiaries. Stock with respect to which such
Employee holds an Option shall not be counted.



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(e) Outstanding Stock. For purposes of (b) above, outstanding stock shall include all
stock actually issued and outstanding immediately after the grant of the Option to the Optionee. Outstanding stock shall not include shares authorized for issue under outstanding Options held by the Optionee or by any other person.



6. STOCK. The stock subject to Options granted under
the Plan shall be Shares of the Corporations authorized but unissued or reacquired Common Stock. The aggregate number of Shares which may be issued upon exercise of Options under the Plan shall not exceed 500,000 shares. The number of Shares
subject to Options outstanding at any time shall not exceed the number of Shares remaining available for issuance under the Plan. In the event that any outstanding Option for any reason expires or is terminated, the Shares allocable to the
unexercised portion of such Option may again be made subject to any Option. The limitations established by this Section 6 shall be subject to adjustment in the manner provided in Section 10 hereof upon the occurrence of an event specified therein.



7. TERMS AND CONDITIONS OF OPTIONS.



(a) Stock Option Agreements. Options shall be evidenced by written
stock option agreements in such form as the Board, or the Committee if there be one, shall from time to time determine. Such agreements shall comply with and be subject to the terms and conditions set forth below.



(b) Number of Shares. Each Option shall state the number of Shares to
which it pertains and shall provide for the adjustment thereof in accordance with the provisions of Section 10 hereof.



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(c) Exercise Price. Each Option shall state the Exercise Price. The Exercise Price in the case of
any Incentive Stock Option shall not be less than the Fair Market Value on the date of grant and, in the case of any Incentive Stock Option granted to an Optionee described in Section 5(b) hereof, shall not be less than one hundred ten percent
(110%) of the Fair Market Value on the date of grant. The Exercise Price in the case of any Nonstatutory Stock Option shall not be less than 85% of the Fair Market Value on the date of grant.



(d) Medium and Time of Payment. The Purchase Price shall be payable in
full in United States dollars upon the exercise of the Option; provided, however,that if the applicable Option Agreement so provides the Purchase Price may be paid (i) by the surrender of Shares in good form for transfer, owned by the person
exercising the Option and having a Fair Market Value on the date of exercise equal to the Purchase Price, or in any combination of cash and Shares, as long as the sum of the cash so paid and the Fair Market Value of the Shares so surrendered equal
the Purchase Price, (ii) by cancellation of indebtedness owed by the Corporation to the Optionee, (iii) with a full recourse promissory note executed by the Optionee, or (iv) any combination of the foregoing. The interest rate and other terms and
conditions of such note shall be determined by the Board, or the Committee if there be one. The Board, or the Committee if there be one, may require that the Optionee pledge his or her Shares to the Corporation for the purpose of securing the
payment of such note. In no event shall the stock certificate(s) representing such Shares by released to the Optionee until such note shall be been paid in full. In the event the Corporation determines that it is required to withhold state or
Federal income tax as a result of the exercise of an Option, as a condition to the exercise thereof, an Employee may be required to make arrangements satisfactory to the Corporation to enable it to satisfy such withholding requirements.



(e) Term and Nontransferability of Options. Each Option shall state
the time or times, and the conditions upon which, all or part thereof becomes exercisable. No Option shall be exercisable after the expiration of ten (10) years from the date it was granted, and no Incentive Stock Option granted to an Optionee
described in Section 5(b) hereof shall be exercisable after the expiration of five (5) years from the date it was granted. During the lifetime of the Optionee, the Option shall be exercisable only by the Optionee and shall not be assignable or
transferable. In the event of the Optionees death, the Option shall not be transferable. In the event of the Optionees death, the Option shall not be transferable by the Optionee other than by will or the laws of descent and
distribution.



(f) Termination of Employment, Except by
Death, Disability or Retirement. If an Optionee ceases to be an Employee for any reason other than his or her death, Disability or Retirement, such Optionee shall have the right, subject to the restrictions of (e) above, to exercise the Option
at any time within three months after termination of employment, but only to the extent that, at the date of termination of employment, the Optionees right to exercise such Option had accrued pursuant to the terms of the applicable option
agreement and had not previously been exercised; provided, however,that if the Optionee was terminated for cause (as defined in the applicable option agreement) any Option not exercised in full prior to such termination shall be canceled.
For this purpose, the employment relationship shall be treated as continuing intact while the Optionee is on military leave, sick leave or other bona fide leave of absence (to be determined in the sole discretion of the Committee). The foregoing
notwithstanding, (i) in the case of an Incentive Stock Option, employment shall not be deemed to continue beyond the ninetieth (90th) day after the Optionees reemployment rights are guaranteed by statute or by contract, and (ii) in the case of
a Nonstatutory Stock Option, the Board, or the Committee if there be one, may extend or otherwise modify the period of time specified herein during which the Option may be exercised following termination of Optionees employment.



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(g) Death of Optionee. If an Optionee dies while an Employee, or after ceasing to be an Employee
but during the period while he or she could have exercised the Option under this Section 7, and has not fully exercised the Option, then the Option may be exercised in full, subject to the restrictions of (e) above, at any time within twelve (12)
months after the Optionees death, by the executors or administrators of his or her estate or by any person or persons who have acquired the Option directly from the Optionee by bequest or inheritance, but only to the extent that, at the date
of death, the Optionees right to exercise such Option had accrued and had not been forfeited pursuant to the terms of the applicable Option Agreement and had not previously been exercised. The foregoing notwithstanding, in the case of a
Nonstatutory Stock Option, the Board, or the Committee if there be one, may extend or otherwise modify the period of time specified herein during which the Option may be exercised following termination of Optionees employment.



(h) Disability of Optionee. If an Optionee ceases to be an Employee by
reason of Disability, such Optionee shall have the right, subject to the restrictions of (f) above, to exercise the Option at any time within twelve (12) months after termination of employment, but only to the extent that, at the date of termination
of employment, the Optionees right to exercise such Option had accrued pursuant to the terms of the applicable Option Agreement and had not previously been exercised. The foregoing notwithstanding, in the case of a Nonstatutory Stock Option,
the Board, or the Committee if there be one, may extend or otherwise modify the period of time specified herein during which the Option may be exercised following termination of Optionees employment.



(i) Retirement of Optionee. If an Optionee ceases to be an Employee by
reason of Retirement, such Optionee shall have the right, subject to the restrictions of (e) above, to exercise the Option at any time within three (3) months after termination of employment, but only to the extent that, at the date of termination
of employment, the Optionees right to exercise such Option had accrued pursuant to the terms of the applicable Option Agreement and had not previously been exercised. The foregoing notwithstanding, in the case of a Nonstatutory Stock Option,
the Board, or the Committee if there be one, may extend or otherwise modify the period of time specified herein during which the Option may be exercised following termination of Optionees employment.



(j) Rights as a Stockholder. An Optionee, or a transferee of an
Optionee, shall have no rights as a stockholder with respect to any Shares covered by his or her Option until the date of the issuance of a stock certificate for such Shares. No adjustment shall be made for dividends (ordinary or extraordinary,
whether in cash, securities or other property), distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as provided in Section 10 hereof.



(k) Modification, Extension and Renewal of Option. Within the
limitations of the Plan, the Board, or the Committee if there be one, may modify, extend or renew outstanding Options or accept the cancellation of outstanding Options (to the extent not previously exercised) for the granting of new Options in
substitution therefor. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, alter or impair any rights or obligations under any Option previously granted.



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(l) Other Provisions. The stock option agreements authorized under the Plan may contain such other
provisions not inconsistent with the terms of the Plan (including, without limitation, restrictions upon the exercise of the Option) as the Board, or the Committee if there be one, shall deem advisable.



8. LIMITATION ON VALUE OF EXERCISABLE SHARES. In the case of Incentive
Stock Options granted hereunder, the aggregate Fair Market Value (determined as of the date of the grant thereof) of the Shares with respect to which Incentive Stock Options become exercisable by any employee of the Corporation for the first time
during any calendar year (under this Plan and all other plans maintained by the Corporation, its parent or its Subsidiaries) shall not exceed $100,000.



9. TERM OF PLAN. Options may be granted pursuant to the Plan until the expiration of ten (10) years from the Effective Date of the Plan.



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10. RECAPITALIZATIONS. Subject to any required action by shareholders, the number of Shares
covered by the Plan as provided in Section 6 hereof, the number of Shares covered by each outstanding Option and the Exercise Price thereof shall be proportionately adjusted for any increase of decrease in the number of issued Shares resulting from
a subdivision or consolidation of Shares or the payment of a stock dividend (but only of Common Stock) or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Corporation. Subject to any
required action by stockholders, if the Corporation is the surviving corporation in any merger or consolidation, each outstanding Option shall pertain and apply to the securities to which a holder of the number of Shares subject to the Option would
have been entitled. In the event of a merger or consolidation in which the Corporation is not the surviving corporation, the date of exercisability of each outstanding Option shall be accelerated to a date prior to such merger or consolidation,
unless the agreement of merger or consolidation provides for the assumption of the Option by the successor to the Corporation. To the extent that the foregoing adjustments relate to securities of the Corporation, such adjustments shall be made by
the Board, or the Committee if there be one, whose determination shall be conclusive and binding on all persons. Except as expressly provided in this Section 10, the Optionee shall have no rights by reason of subdivision or consolidation of shares
of stock of any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class or by reason of any dissolution, liquidation, merger or consolidation or spin-off of assets or stock of another
corporation, and any issue by the Corporation of shares of stock of any class, or securities convertible into shares of stock of any class, shall not affect, and no adjustment by reason thereof shall be made with respect to, the number or Exercise
Price of Shares subject to an Option. The grant of an Option pursuant to the Plan shall not affect in any way the right or power to the Corporation to make adjustments, reclassifications, reorganizations or changes of its capital or business
structure, to merge or consolidate or to dissolve, liquidate, sell or transfer all or any part of its business assets.



11. SECURITIES LAW REQUIREMENTS.



(a) Legality of Issuance. The issuance of any Shares upon the exercise of any Option and the grant of any Option shall be contingent upon the
following:



(1) the Corporation and the
Optionee shall have taken all actions required to register the Shares under the Securities Act of 1933, as amended (the Act), and to qualify the Option and the Shares under any and all applicable state securities or blue sky
laws or regulations, or to perfect an exemption from the respective registration and qualification requirements thereof;



(2) any applicable listing requirement of any stock exchange on which the Common Stock is listed shall have been satisfied; and



(3) any other applicable provision of state
of Federal law shall have been satisfied.



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(b) Restrictions on Transfer. Regardless of whether the offering and sale of Shares under the plan
has been registered under the Act or has been registered or qualified under the securities laws of any state, the Corporation may impose restrictions on the sale, pledge or other transfer of such Shares (including the placement of appropriate
legends on stock certificates) if, in the judgment of the Corporation and its counsel, such restrictions are necessary or desirable in order to achieve compliance with the provisions of the Act, the securities laws of any state or any other law. In
the event that the sale of Shares under the Plan is not registered under the Act but an exemption is available which required an investment representation or other representation, each Optionee shall be required to represent that such Shares are
being acquired for investment, and not with a view to the sale or distribution thereof, and to make such other representations as are deemed necessary or appropriate by the Corporation and its counsel. Any determination by the Corporation and its
counsel in connection with any of the matters set forth in this Section 11 shall be conclusive and binding on all persons. Stock certificates evidencing Shares acquired under the Plan pursuant to an unregistered transaction shall bear the following
restrictive legend and such other restrictive legends as are required or deemed advisable under the provisions of any applicable law.



THE SALE OF THE SECURITIES REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE ACT). ANY TRANSFER OF SUCH
SECURITIES WILL BE INVALID UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF COUNSEL FOR THE ISSUER SUCH REGISTRATION IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT.



(c) Registration or Qualification of Securities. The
Corporation may, but shall not be obligated to register or qualify the issuance of Options and/or the sale of Shares under the Act or any other applicable law. The Corporation shall not be obligated to take any affirmative action in order to cause
the issuance of Options or the sale of Shares under the plan to comply with any law.



(d) Exchange of Certificates. If, in the opinion of the Corporation and its counsel, any legend placed on a stock certificate representing shares sold under the Plan is no longer required, the holder of such
certificate shall be entitled to exchange such certificate for a certificate representing the same number of Shares but lacking such legend.



12. AMENDMENT OF THE PLAN. The Board may from time to time, with respect to any Shares at the time not subject to Options, suspend or discontinue
the plan or revise or amend it in any respect whatsoever, except that, if the Plan has been approved by the shareholders of the Corporation, without the approval of the Corporations shareholders, no such revision or amendment that has not been
approved by the Corporations shareholders shall:



(a)
Increase the number of Shares subject to the Plan;



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(b) Change the designation in Section 5 hereof with respect to the classes of persons eligible to receive
Options; or



(c) Amend this Section 12 to defeat its purpose.



13. APPLICATION OF FUNDS. The proceeds received by the
Corporation from the sale of Common Stock pursuant to the exercise of an Option will be used for general corporate purposes.



14. EXECUTION. To record the adoption of the Plan in the form set forth above by the Board effective as of the date specified in Section 3 above,
the Corporation has caused this Plan to be executed in the name and on behalf of the Corporation where provided below by an officer of the Corporation thereunto duly authorized.



MODTECH, INC.By:PresidentBy:Secretary