**EXHIBIT
      10.42**





**SALE
      AND PURCHASE AGREEMENT**


**AND
      JOINT ESCROW INSTRUCTIONS**





**by
      and between**





**Modtech
      Holdings, Inc., a Delaware corporation,**





**as
      Seller**





**and**





**NL
      Ventures V, L.P., a Texas limited partnership,**





**as
      Purchaser**








**for
      the following Modtech facilities:**





**1602
      Industrial Park Dr., Plant City, Florida 33566**








**SALE
      AND PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS**





THIS
      SALE
      AND PURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (the “Agreement”) is made
      and entered into by and between Modtech Holdings, Inc., a Delaware corporation
      (“Seller”) and NL Ventures V, L.P., a Texas limited partnership, and assigns
      (“Purchaser”) to be effective as of the date a fully executed original
      counterpart of this Agreement is delivered to and received by the Title Company
      (the “Effective Date”).





RECITALS





A.  Seller
      is
      the owner of certain real property and improvements located in Plant City,
      Florida, which is more particularly described in this Agreement as the
“Project.”





B.  Seller
      desires to sell to Purchaser, and Purchaser desires to purchase from Seller,
      the
      Project, upon and subject to the terms and conditions hereinafter set forth,
      including without limitation, the condition that at Closing Seller shall enter
      into a long term “absolute net” lease for the Project with Purchaser, as
      landlord, and the Seller, as tenant (collectively, the “Lease”).





AGREEMENTS





For
      and
      in consideration of the premises, the respective covenants and agreements herein
      set forth, and other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged and confessed, the parties hereto
      agree as follows:





**ARTICLE
      1**


**DEFINITIONS**




For
      purposes of this Agreement, unless otherwise defined herein or the context
      otherwise requires, capitalized terms used in this Agreement shall have the
      respective meanings assigned to them in Annex
      A attached
      hereto and made a part hereof for all purposes.





**ARTICLE
      2**


**PROPERTY**




Subject
      to the terms and provisions hereof, and for the consideration herein set forth,
      Seller agrees to sell, and Purchaser agrees to purchase, the following described
      property located in Plant City, Florida:





2.1  Realty .
      All
      those certain tracts, pieces or parcels of land described in Exhibit
      A attached
      hereto and made a part hereof for all purposes (herein referred to as the
“Land”), together with the buildings, structures, fixtures (except for trade
      fixtures owned by Seller), paving, curbing, trees, shrubs, plants, and other
      improvements and landscaping of every kind and nature presently situated on,
      in,
      or under, or hereafter erected or installed or used in, on, or about the Land
      (herein collectively referred to as the “Improvements”), and all rights and
      appurtenances pertaining thereto, including, but not limited to: (i) all right,
      title and interest, if any, of Seller, in and to any land in the bed of any
      street, road or avenue open or proposed in front of or adjoining the Land;
      (ii)
      all right, title and interest, if any, of Seller, in and to any rights-of-way,
      rights of ingress or egress or other interests in, on, or to, any land, highway,
      street, road, or avenue, open or proposed, in, on, or across, in front of,
      abutting or adjoining the Land, and any awards made, or to be made in lieu
      thereof, and in and to any unpaid awards for damage thereto by reason of a
      change of grade of any such highway, street, road, or avenue; (iii) any easement
      benefiting the Land across or adjacent to the Land, existing or abandoned;
      (iv)
      all right, title and interest, if any, of Seller, in and to all sewage treatment
      capacity and water capacity and other utility capacity to serve the Land and
      Improvements; (v) all right, title and interest, if any, of Seller, in and
      to
      all oil, gas, and other minerals in, on, or under, and that may be produced
      from
      the Land; (vi) any reversionary rights attributable to the Land; (vii) all
      water
      rights appurtenant to the Land; and (viii) all development rights, zoning
      classifications (including, without limitation, variances), rights as to
      non-conforming uses and/or structures, vested or “grand-fathered rights” and
      other entitlements pertaining to the Land (the Land, Improvements and all of
      the
      other properties, rights and interests mentioned above are herein collectively
      referred to as the “Realty”);









2.2  Personalty .
      All
      personal property and equipment owned by Seller as of the date hereof (or
      acquired by Seller prior to the Closing, as herein defined) and which is affixed
      to the Realty and directly used in connection with the ownership, use,
      operation, repair and maintenance of the Realty, and located on the Realty
      (herein collectively referred to as the “Personalty”) including, but not limited
      to, all gas and electric fixtures, appliances and wiring, engines, boilers,
      elevators, escalators, incinerators, motors, dynamos, heating and air
      conditioning equipment, sinks, water closets, basins, pipes, electrical systems,
      faucets, fire prevention and extinguishing apparatus, central music and public
      address systems, burglar alarms, security systems and equipment, shades,
      awnings, screens, blinds, installed carpeting, lamps, drapes, curtains, spare
      parts, materials and supplies for the ownership, use, operation, maintenance
      and
      repair of the Realty or the Personalty or both; provided, however, such
      Personalty shall not include Seller’s trade fixtures, inventory, equipment or
      materials used in the conduct of Seller’s business, including, but not limited
      to those items specifically set forth in Schedule
      2.2 ;




2.3  Incidental
      Rights .
      To the
      extent assignable, all of Seller’s right, title and interest, in and to and
      under all contracts, guaranties, warranties or other agreements (herein
      collectively referred to as the “Incidental Rights”) relating to the ownership,
      construction, rental, operation, maintenance and repair of the Realty and the
      Personalty, including, without limitation, construction contracts relating
      to
      construction of the Improvements (herein collectively referred to as the
“Construction Contracts”), all contracts or agreements, such as maintenance,
      service, management, leasing or utility contracts relating, in any way, to
      the
      ownership, use, leasing, service, management, operation, maintenance and repair
      of the Realty and the Personalty as more particularly set forth in Schedule
      2.3 (herein
      collectively referred to as the “Property Agreements”), and all governmental
      permits or approvals or licenses in effect as of Closing with respect to the
      ownership, construction, use, occupancy and operation of the Realty and the
      Personalty; provided, however, that the Incidental Rights shall not include
      (i)
      any Property Agreements that Purchaser would be liable for as owner of the
      Project or landlord under the Lease; or (ii) any of Seller’s tradenames or
      trademarks ;
      or
      (iii) any permits, licenses or approvals used in the operation of Seller’s
      business, including, without limitation, contractor licenses; and




2




2.4  Plans .
      All of
      Seller’s right, title and interest in and to all plans, drawings,
      specifications, surveys, engineering, environmental, inspection or similar
      reports and other technical descriptions relating to the Realty and Personalty,
      but not those used in the conduct of Seller’s business (herein collectively
      referred to as the “Plans”) .




**ARTICLE
      3**


**EARNEST
      MONEY AND**


**INDEPENDENT
      CONTRACT CONSIDERATION**




3.1  Earnest
      Money .
      Purchaser shall deposit, as earnest money, with the Title Company, to bind
      this
      Agreement with Seller, the sum of $25,000.00 (herein referred to as the “Earnest
      Money”) in the form of cash, cashier’s check or other readily available funds,
      which deposit is to be made within three (3) business days from and after the
      Effective Date. The Title Company shall place the Earnest Money in a fully
      federally insured interest bearing account, and all interest earned thereon
      shall become a part of the Earnest Money as it accrues. If the transaction
      contemplated hereby closes, then on the Closing Date (as herein defined), the
      Earnest Money shall be paid over to Seller and applied to the Total Purchase
      Price; provided, however, that where Purchaser has the option to terminate
      this
      Agreement, in the event of such termination, then the Earnest Money shall be
      immediately returned by the Title Company to Purchaser. In the event
      the  transaction
      contemplated hereby does not close for any other reason, the Earnest Money
      shall
      be disbursed in accordance with the terms hereo f. In
      the
      event that Purchaser fails to deposit the Earnest Money with the Title Company
      as provided in this Article
      3 ,
      then
      this Agreement shall become null and void for all purposes, and the parties
      hereto shall have no further obligations hereunder.




3.2  Independent
      Contract Consideration .
      Within
      three (3) business days from and after the Effective Date, Purchaser shall
      deliver the sum of One Hundred and No/100 Dollars ($100.00) directly to Seller
      in the form of cash, cashier’s check or other readily available funds as
      Independent Contract Consideration, which amount the parties bargained for
      and
      agreed to as consideration for Purchaser’s exclusive right to inspect and
      purchase the Project pursuant to this Agreement and for Seller’s execution,
      delivery and performance of this Agreement. The Independent Contract
      Consideration is in addition to and independent of any other consideration
      or
      payment provided in this Agreement, is non-refundable, and it is fully earned
      and shall be retained by Seller notwithstanding any other provisions of this
      Agreement and shall be credited against the Total Purchase Price at
      Closing.




**ARTICLE
      4**


**PURCHASE
      PRICE** **AND OPENING OF ESCROW**




4.1  Total
      Purchase Price .
      The
      total purchase price (the “Total Purchase Price”) for the sale and purchase of
      the Project is Four Million Four Hundred Seventy Five Thousand and No/100
      Dollars ($4,475,000.00). At Closing, subject to the provisions of Section
      4.2 hereof,
      Purchaser shall pay the Total Purchase Price, in cash, by bank cashier’s check
      or wire transfer, through the account of the Title Company, to Seller or as
      otherwise directed by Seller in writing.




4.2  Deduction
      from Purchase Price .
      In the
      event that Seller is a “foreign person” (as defined in Internal Revenue Code
      Section 1445(f)(3) and regulations issued thereunder) or in the event that
      Seller fails or refuses to deliver the non-foreign affidavit required in Section
      10.2(7) hereof,
      or in the event that Purchaser receives notice from any seller-transferor’s
      agent or purchaser-transferee’s agent (each as defined in Internal Revenue Code
      Section 1445(d) and the regulations issued thereunder) that, or Purchaser has
      actual knowledge that, such affidavit is false, Purchaser shall deduct and
      withhold from the Total Purchase Price a tax equal to ten percent (10%) thereof,
      as required by Internal Revenue Code Section 1445. In the event of any such
      withholding, Seller’s obligation to deliver title hereunder and to otherwise
      perform all of its obligations hereunder shall not be excused or otherwise
      affected. Purchaser shall remit such withheld amount to and file the required
      form with the Internal Revenue Service, and in the event of any claimed
      over-withholding, Seller shall be limited solely to an action against the
      Internal Revenue Service for refund (under Regulation Section 1.1464-1(a)),
      and
      hereby waives any right of action against  Purchaser
      on account of such withholding. The provisions of this Section
      4.2 shall
      survive the Closing Date hereunder without limit as to time.




3




4.3  Opening
      of Escrow .
      Within
      three (3) days after execution of this Agreement, the parties shall establish
      an
      escrow at the Title Company by delivering a fully executed copy of this
      Agreement to Title Company. This Agreement, together with such reasonable form
      of standard general escrow provisions as shall be required by the Title Company
      and such additional instructions as the Title Company requires to carry out
      this
      Agreement, shall constitute the escrow instructions. In the event of a conflict
      or inconsistency between such form instructions and this Agreement, this
      Agreement shall control. The opening of escrow shall be deemed to have occurred
      upon receipt by the Title Company of the Earnest Money deposit, copies of this
      Agreement and such form instructions as the Title Company may require fully
      executed by both Purchaser and Seller. The Title Company shall promptly notify
      Purchaser and Seller of the date of the opening of the escrow.




**ARTICLE
      5**


**INTENTIONALLY
      DELETED**







**ARTICLE
      6**


**INTENTIONALLY
      DELETED**







**ARTICLE
      7**


**INTENTIONALLY
      DELETED**







**ARTICLE
      8**


**REPRESENTATIONS,
      WARRANTIES, COVENANTS AND AGREEMENTS OF SELLER**




To
      induce
      Purchaser to enter into this Agreement and to purchase the Project, Seller
      hereby represents and warrants to, and covenants and agrees with Purchaser,
      as
      follows, with the understanding and intention that Purchaser is relying upon
      the
      accuracy of such representations and warranties, and the agreement of Seller
      to
      comply with and perform such covenants and agreements, which representations,
      warranties, covenants and agreements shall be deemed (except as provided below)
      to be made by Seller to Purchaser as of the Effective Date and as of the Closing
      Date and thereafter (it being understood that such representations, warranties,
      covenants and agreements shall not be merged into the documents to be executed
      on the Closing Date but rather shall survive for the period set forth in Section
      17.4 of this
      Agreement), and this Agreement is contingent upon and subject to the truth
      and
      accuracy of such representations and warranties, and the full and complete
      satisfaction of such covenants and agreements, and in the event such
      representations and warranties are not true and accurate as of Closing and
      any
      such covenants and agreements are not satisfied on or prior to Closing,
      Purchaser shall have the option of terminating this Agreement at any time prior
      to Closing, whereupon the Title Company shall promptly return the Earnest Money
      to Purchaser and all parties hereto shall be released from any and all liability
      hereunder except as set forth herein, or Purchaser may, at its sole option
      and
      discretion, waive in writing Seller’s satisfaction of any such representations,
      warranties, covenants or agreements and consummate the transaction contemplated
      hereby (it being understood and agreed by Seller and Purchaser that Seller
      shall
      remain liable during the survival period provided for in Section
      17.4 hereof
      for all representations, warranties, covenants and agreements made by Seller
      in
      this Agreement and not expressly waived in writing by Purchaser as hereinabove
      provided):




4





( 1 )  From
      the
      Effective Date until the Closing, Seller shall (i) maintain the Project in
      its
      present condition, subject to ordinary wear and tear, damage, casualty and
      condemnation; (ii) continue to operate the Project in a good, businesslike
      manner; and (iii) shall not modify or alter, in any material respect, any repair
      or maintenance programs or policies now in effect with respect to the
      Project.





(2)  Seller
      has delivered to Purchaser copies of all insurance policies relating to the
      Project. Seller shall continue all such insurance policies in full force and
      effect through the Closing Date, and Seller shall neither cancel nor amend
      any
      of the same without Purchaser’s prior written consent.





(3)  Seller
      has not received any notices or requests from any carrier of any insurance
      with
      respect to the Project, and Seller shall immediately deliver copies of any
      such
      notice or request to Purchaser.





(4)  Seller
      has not received any written or oral notices or requests from any mortgagee,
      insurance company or Board of Fire underwriters, or any organization exercising
      functions similar thereto, requesting the performance of any work or alterations
      in respect to the Project which have not been performed.





(5)  From
      the
      Effective Date through the Closing Date, Seller shall not enter into any new
      Property Agreements without the prior written consent of Purchaser unless such
      new Property Agreements are cancelable on or before the Closing Date or Seller
      agrees to remain liable for such Property Agreement under the Lease. The copies
      of the Property Agreements delivered to Purchaser hereunder are true, accurate
      and complete, and Seller has received no notice and has no knowledge of any
      material, uncured breach or default by Seller or by any other party under the
      Property Agreements. Prior to the Closing Date, Seller shall comply with each
      and every material undertaking, covenant and obligation under the Property
      Agreements and the same shall not be materially modified, amended, terminated,
      renewed or otherwise altered without the prior written consent of
      Purchaser.




5





(6)  There
      is
      no pending action, suit, claim, litigation, or proceeding by any entity,
      individual or governmental agency served upon Seller and affecting Seller or
      the
      Project which would in any way constitute a lien, claim or obligation of any
      kind against the Project, and to the best of Seller’s knowledge, there is no
      such action, suit, claim, litigation or proceeding threatened.





(7)  There
      are
      no pending condemnation or similar proceedings or assessments affecting the
      Project or any part thereof, nor to the best of Seller’s knowledge, are any such
      assessments or proceedings contemplated by any Governmental
      Authority.





(8)  No
      restrictive covenant or zoning (or its equivalent) classification (or, other
      Governmental Requirement) is materially violated by the present use and
      maintenance of the Project and appurtenant uses (including, without limitation,
      parking uses associated with the Project), and, to Seller’s best knowledge,
      there are no proceedings pending to change such zoning (or its equivalent)
      classification, and Seller shall not itself apply for or acquiesce in any such
      change.





(9)  Seller
      has not received any notice of any breach of any Governmental Requirement or
      restrictive covenant which remains uncured, and is not under any order of any
      Governmental Authority, with respect to the Project or the Seller’s present use
      and operation of the Project.





(10)  The
      execution of this Agreement, the consummation of the transactions herein
      contemplated, and the performance and observance of the obligations of Seller
      hereunder and under any and all other agreements and instruments herein
      mentioned to which Seller is a party will not conflict with or result in the
      breach of any Governmental Requirement or of any agreement or instrument to
      which Seller is now a party or to which it is subject, or constitute a default
      thereunder, and does not require Seller to obtain any consents or approvals
      from, or the taking of any other actions with respect to any third
      parties.





(11)  Seller
      has all requisite power and authority to carry on Seller’s business as it is now
      being conducted and to enter into and perform this Agreement. The execution
      of
      this Agreement, the consummation of the transactions herein contemplated, and
      the performance or observance of the obligations of Seller hereunder and under
      any and all other agreements and instruments herein mentioned to which Seller
      is
      a party have been duly authorized by all requisite action and are enforceable
      against Seller in accordance with their respective terms. The individual
      executing this Agreement on behalf of Seller is authorized to act for and on
      behalf of and to bind Seller in connection with this Agreement and in so doing
      to bind Seller to all of the terms and provisions hereof.





(12)  The
      financial statements, reports, and other data relative to the Project heretofore
      furnished by Seller to Purchaser are (and all such statements, reports,
      information, and other data hereafter furnished by Seller to Purchaser will
      be)
      true and correct in all material respects, and fairly reflect the financial
      condition, the financial results or other subject matter thereof as of the
      dates
      thereof.





(13)  All
      of
      the Personalty is and shall be owned by Seller on the Closing Date, free and
      clear of all liens, claims, encumbrances, and security interests, except as
      reflected in the Title Commitment or the UCC Report.




6





(14)  There
      are
      no labor disputes, organizational campaigns or union contracts existing or
      under
      negotiation as of the Effective Date with respect to the Project for the
      construction, maintenance and operation thereof, and there are no employees
      or
      associates, either of Seller or any other employer engaged in the construction,
      operation and maintenance of the Project, to whom Purchaser shall, at or after
      the Closing Date, have any obligation whatsoever.





(15)  Seller
      has maintained and does presently maintain in full force and effect all
      Environmental Permits necessary or required for the ownership and operation
      of
      the Project, and Seller has provided, or will provide, copies of all such
      Environmental Permits to Purchaser for its review.





(16)  To
      the
      best of Seller’s knowledge, there is not and there will not be as of the Closing
      Date exist any Environmental Condition on or at the Realty or any other matter
      on or connected with the Project that would cause the imposition on Purchaser
      of
      Environmental Liabilities if such Environmental Condition or other matter were
      disclosed to Governmental Authorities.





(17)  As
      of the
      Effective Date Seller and as of the Closing Date is not currently operating
      nor
      is it required to be operating the Project under any compliance order, decree
      or
      similar agreement; any consent decree, order or similar agreement; and/or any
      corrective action decree, order or similar agreement issued by or entered into
      with any Governmental Authority under any Environmental Law.





(18)  Except
      as
      disclosed in any Phase I Environmental Site Assessment (or Phase II ESA)
      delivered to Purchaser, no Hazardous Materials have been dumped, landfilled,
      stored, located or disposed of on the Realty. Nevertheless, Purchaser
      acknowledges Seller’s use of customary building and office materials on the
      Project in compliance with Applicable Law.





(19)  To
      the
      best of Seller’s knowledge, there has not been in respect to the Project any
      emission (other than steam or water vapor) into the atmosphere or any discharge,
      direct or indirect, of any pollutants into the waters of the state where the
      Project is located or the United States of America other than domestic sewage
      discharged into a publicly owned treatment facility.





(20)  Seller
      shall provide Purchaser and its employees, representatives and agents with
      access to the Project and to Seller’s employees, agents and independent
      contractors, and shall make available for review and copying (if not otherwise
      required to be furnished to Purchaser as herein provided) warranties and
      guaranties directly relating to the Project, income and expense and operating
      data directly relating to the Project, licenses and permits directly relating
      to
      the Project, all fire, hazard, liability, and other insurance policies held
      by
      Seller with respect to the Project, all appraisals of the Project made within
      the last five years, engineer's or architect's studies or reports with respect
      to the Project, and any and all books, records, contracts, and any other
      documents or information directly relating to the Project. Seller makes no
      representations or warranties as to the accuracy of the information contained
      in
      any third party documents provided to Purchaser in accordance with this Section;
      provided, however, that Seller represents that all documents provided shall
      be
      true and correct copies of the same. To the extent that Seller is prohibited
      by
      law or agreement from providing Purchaser with any documentation that Seller
      is
      otherwise obligated to provide to Purchaser, Seller shall provide Purchaser
      with
      written notice briefly describing the nature of such documentation and the
      reason why the same may not be delivered to Purchaser. Seller shall nevertheless
      continue to make reasonable attempts to obtain such documentation and provide
      same to Purchaser. Seller shall cooperate and assist Purchaser in the inspection
      of such documents, items and information and in any other inspection by
      Purchaser provided for hereunder, provided that any such inspection shall be
      conducted during normal business hours or at such other time as is reasonable
      or
      necessary to conduct the inspection and shall not unreasonably interfere with
      the normal business operations of Seller, and shall be subject to the conditions
      set forth in Article
      16 hereof.




7





(21)  From
      the
      Effective Date through the Closing Date, Seller shall promptly notify Purchaser
      of any material change with respect to the Project or any information heretofore
      or hereafter furnished to Purchaser with respect to the Project, including
      specifically, but without limitation, any change which would make any portion
      of
      this Agreement, including, without limitation, the representations, warranties,
      covenants and agreements contained in this Article
      8 untrue
      or materially misleading.





(22)  Seller
      has good, marketable and indefeasible title in fee simple to the Project, free
      and clear of all restrictions, liens, leases, encumbrances, rights-of-way,
      easements, encroachments, exceptions, and other matters affecting title, except
      as disclosed in the initial Title Commitment.





(23)  No
      person, firm or entity, other than Purchaser, has any rights in or right to
      acquire the Project or any part thereof, and as long as this Agreement remains
      in force, Seller will not, without Purchaser’s prior written consent (which
      consent shall not be unreasonably withheld or delayed), lease, transfer,
      mortgage, pledge, or convey its interest in the Project or any portion thereof
      nor any right therein, nor shall Seller enter into, or negotiate for the purpose
      of entering into, any agreement or amendment to agreement granting to any person
      or entity any right with respect to the Project or any part
      thereof.





(24)  Other
      than the exceptions disclosed in the Title Commitment, the Lease, the Property
      Agreements, and this Agreement, there are no leases, subleases, tenancy
      arrangements, service contracts, management agreements, or other agreements
      or
      instruments executed by or binding Seller which will be in force or effect
      on
      the Closing Date that grant to any person whomsoever or any entity whatsoever,
      any right, title, interest, or benefit in or to all or any part of the Project
      or any right relating to the use, operation, management, maintenance, or repair
      of all or any part of the Project.





(25)  Other
      than Seller, there are no parties in possession of any portion of the Project
      as
      lessees, tenants at sufferance, trespassers or otherwise.





(26)  There
      are
      no outstanding mechanic’s and materialmen’s liens or claims of creditors against
      the Project that have not been disclosed to Purchaser and will not be removed
      by
      Seller on or before the Closing Date or paid off through the closing of
      escrow.





(27)  Seller
      knows of no taxes, assessments or levies of any type whatsoever that can be
      imposed upon and collected from the Project, other than those set forth in
      the
      Title Commitment. Without in any way limiting the foregoing, no portion of
      the
      Project has, during Seller’s ownership of the same, been subject to assessments
      by any municipal utility district or any other or similar district authorized
      to
      impose taxes, charges, liens or assessments on the Project, except as set forth
      in the Title Commitment.




8





(28)  All
      utilities, including, without limitation, sanitary and storm sewer, electrical,
      gas, telephone, and water lines have been connected to or installed upon the
      Project, and, to the best of Seller’s knowledge, enter the Project from
      adjoining public rights-of-way or through private easements benefiting the
      Project, and the Project has access to a publicly dedicated and accepted
      thoroughfare.





(29)  To
      the
      best of Seller’s knowledge, the Improvements, including, but not limited to, the
      foundation, roof, walls, superstructure, plumbing, air conditioning and heating
      equipment, electrical wiring, boilers, and hot water heaters, are structurally
      sound, in good working order, and in a state of good repair, and suffer no
      damage from pest or termite infestation.





(30)  To
      the
      best of Seller’s knowledge, the Project does not lie within any area that has
      been designated by the Federal Emergency Management Agency, the Army Corps
      of
      Engineers, the Federal Insurance Administration, the Department of Housing
      and
      Urban Development or any other governmental agency or body as being subject
      to
      the 100 year flood plain or any special flooding hazards or any wetlands
      designation, except as may be shown on the Survey.





(31)  A
      certificate or certificates of occupancy or the local equivalent have been
      obtained for the Improvements and all rentable space within the
      Improvements.





**ARTICLE
      9**


**REPRESENTATIONS
      AND WARRANTIES OF PURCHASER**




Purchaser
      hereby warrants and represents to Seller as follows:





(1)  Purchaser
      is a limited partnership duly organized under the laws of the State of Texas,
      and has full power to execute, deliver and perform this Agreement.





(2)  The
      execution of this Agreement, the consummation of the transactions herein
      contemplated, and the performance or observance of the obligations of Purchaser
      hereunder have been duly authorized by requisite action and are enforceable
      against Purchaser in accordance with their respective terms. The individuals
      executing this Agreement on behalf of Purchaser are authorized to act for and
      on
      behalf of and to bind Purchaser in connection with this Agreement.





(3)  The
      execution of this Agreement, the consummation of the transactions herein
      contemplated, and the performance and observance of the obligations of Purchaser
      hereunder and under any and all other agreements and instruments herein
      mentioned to which Purchaser is a party will not conflict with or result in
      the
      breach of any Governmental Requirement or of any agreement or instrument to
      which Purchaser is now a party or to which it is subject, or constitute a
      default thereunder, and does not require Purchaser to obtain any consents or
      approvals from, or the taking of any other actions with respect to any third
      parties.




9





**ARTICLE
      10**


**CLOSING**




10.1  Closing
      Date .
      Unless
      extended as provided in this Agreement, and provided Purchaser does not
      terminate this Agreement in accordance with its terms and all other conditions
      set forth herein are satisfied, Purchaser and Seller shall consummate and close
      the transactions contemplated hereby on or before expiration of the Review
      Period, unless Purchaser and Seller agree to an earlier date (the actual date
      of
      Closing hereunder being herein referred to as the “Closing Date”), during
      regular business hours in the offices of the Title Company, or such other
      location as may be mutually agreed to by the parties. For the purposes of this
      Agreement, the actual consummation and closing of the purchase and sale
      contemplated by this Agreement is herein referred to sometimes as the
“Closing.”




10.2  Items
      to be Delivered by Seller on Closing Date .
      On the
      Closing Date (or soon thereafter with regard to the Owner’s Policy of Title
      Insurance), provided all conditions set forth herein have been fully satisfied
      and/or complied with, Seller shall deliver for the benefit of Purchaser the
      following (all of which shall be duly executed, witnessed and notarized where
      appropriate and, where appropriate, be in recordable form):




( 1 )   A
      deed
      (the “Deed”) in form and substance reasonably satisfactory to Seller and
      Purchaser, which Deed shall (i) convey to Purchaser good, marketable and
      indefeasible fee simple title to the Realty, (ii) bind Seller and its successors
      and assigns to warrant and forever defend the Realty unto Purchaser and its
      successors and assigns against every person claiming same or any part thereof,
      by, through or under Seller, but not otherwise, and (iii) be free and clear
      of
      all liens, encumbrances, covenants, restrictions and other matters, except
      for
      the Permitted Exceptions.





( 2 )   A
      Bill of
      Sale and Assignment of Incidental Rights and Plans conveying the Personalty
      and
      all other documents affecting the Realty and Personalty, if any, to Purchaser
      (“Bill of Sale”). The Bill of Sale shall be prepared by Purchaser in form and
      substance reasonably satisfactory to Seller and Purchaser, and shall contain
      a
      special warranty of title with respect to the Personalty, subject only to the
      Permitted Exceptions. Additionally, Seller shall use its reasonable efforts
      to
      cause each person or entity who has issued a valid general contractor’s or other
      warranty with respect to the Project to execute an instrument in favor of
      Purchaser that acknowledges and consents to the assignment of such warranty
      by
      Seller to Purchaser.





(3)   A
      Bills
      Paid Affidavit verifying that there are no unpaid bills or claims for labor
      performed or materials furnished to the Project by or at the instance of Seller
      (other than in connection with the construction business operated by Seller
      at
      the Project, but for which no mechanic or materialmen lien can be sought against
      the Project) prior to the Closing Date.





(4)   An
      Owner’s Policy of Title Insurance for the Realty for the Total Purchase Price,
      in the same form as the revised Title Commitment.




10





(5)   A
      certificate, executed and sworn to by Seller, confirming that (i) as of the
      Closing Date, all of the warranties and representations set forth in Article 8 hereof
      are true and correct in all material respects, and all covenants and agreements
      set forth in Article
      8 hereof
      have been satisfied, (ii) Seller has delivered true, correct and complete
      original copies of all Property Agreements entered into by Seller from and
      after
      the Effective Date (or, if none have been entered into, so stating), and (iii)
      that no material adverse changes have occurred with respect to any part of
      the
      Project.





(6)   Intentionally
      deleted.





(7)   If
      Seller
      is not a “foreign person” (as defined in the Internal Revenue Code Section 1445
      and the regulations issued thereunder), a non-foreign affidavit containing
      such
      information as shall be required by Internal Revenue Code Section 1445 and
      regulations issued thereunder.





(8)   Possession
      of the Project in substantially the same condition as it exists on the Effective
      Date, subject to the rights of Seller as tenant under the Lease.





(9)   Such
      other documents, instruments and certificates as are contemplated herein to
      effect and complete the Closing including, without limitation, such ordinary
      and
      customary instruments as may be requested by the Title Company.





(10)  Original
      executed counterparts of the resolutions of Seller, and any other documents
      as
      Purchaser shall reasonably request to evidence and confirm the power and
      authority of Seller to close the transaction contemplated herein.





(11)  The
      Lease, executed by Seller, in form and substance reasonably acceptable to both
      Seller and Purchaser.





10.3  Items
      Delivered By Purchaser on Closing Date .
      On the
      Closing Date, provided all conditions set forth herein have been fully satisfied
      and/or complied with, Purchaser shall deliver for the benefit of Seller the
      following (all of which shall be duly executed, witnessed, and notarized, where
      appropriate, and, where appropriate, be in recordable form):




( 1 )   The
      Total
      Purchase Price.





( 2 )  Original
      executed counterparts of the resolutions of Purchaser or other documents as
      Seller shall reasonably request to evidence and confirm the power and authority
      of Purchaser to close the transaction contemplated herein.





( 3 )   Such
      other documents, instruments and certificates as are contemplated herein to
      effect and complete the Closing including, without limitation, such ordinary
      and
      customary instruments as may be requested by the Title Company.




11





(4)   The
      Lease, executed by Purchaser, in form and substance reasonably acceptable to
      both Seller and Purchaser.





10.4  Closing
      Costs and Attorneys’ Fees .
      On the
      Closing Date (i) Purchaser shall pay Purchaser’s attorneys’ fees; all fees
      incurred by Purchaser in connection with the Financing; all recording fees
      associated with the Financing and the liens securing the same (except for
      mortgage taxes which shall be the responsibility of Seller); and any other
      costs
      incurred by Purchaser and all other costs which Purchaser has specifically
      agreed to bear in other parts of this Agreement, and (ii) Seller shall pay
      any
      transfer taxes, mortgage or similar taxes, and/or real estate transfer fees
      incident to the delivery of the Deed and other conveyancing documents required
      of Seller herein; the costs of preparing and recording the Deed and other
      conveyancing documents; all fees, expenses and penalties relating to the payoff
      of existing notes secured by the Project or any part thereof, and the release
      of
      any deed of trust liens and other liens associated therewith; the cost of
      examining, insuring and, to the extent the obligation to cure is otherwise
      imposed on Seller under this Agreement, curing title (if necessary) to the
      Project, as provided for herein (including the cost of the premium of the
      Owner’s Policy of Title Insurance (including any endorsements thereto) and the
      Mortgagee Policy of Title Insurance (including any endorsements thereto)) to
      be
      provided hereunder; the cost of the Survey; the cost of the UCC reports; all
      engineering, environmental and appraisal reports, the cost of Seller’s
      attorneys’ fees; any other costs incurred by Seller; and all other costs which
      Seller has specifically agreed to bear in other parts of this Agreement. Seller
      and Purchaser shall share equally all escrow fees charged by the Title Company.
      In the event no agreement is contained herein respecting the payment of a
      particular cost or expense required to be incurred by Seller in connection
      with
      this Agreement, such cost or expense shall be paid by Seller. In the event
      no
      agreement is contained herein respecting the payment of a particular cost or
      expense required to be incurred by Purchaser in connection with this Agreement,
      such cost or expense shall be paid by Purchaser. Notwithstanding
      anything herein to the contrary, should this transaction fail to close for
      any
      reason other than Purchaser default or Seller default (in which case Purchaser’s
      remedies are set forth in Paragraph 14.2), then Purchaser shall be entitled
      to
      recover from the Title Company the Earnest Money and recover from Seller all
      of
      Purchaser’s out-of-pocket expenses (which shall not exceed $20,000) incurred as
      a result of Purchaser’s due diligence and preparation for closing.
      Notwithstanding the foregoing, should Purchaser choose not to seek Financing
      for
      the initial acquisition, but rather to defer the Financing until after Closing,
      then at Closing Seller agrees to pay into escrow all costs it would be otherwise
      obligated to pay at Closing, including, but not limited to the premium for
      the
      Mortgagee Policy and related endorsements and the cost of appraisals. Upon
      Financing, should the escrowed funds be insufficient to pay such amounts then
      Seller shall immediately pay such additional amount as necessary. If however,
      the escrowed funds are in excess of what is required then such excess shall
      be
      remitted to Seller as soon as possible. The terms of this Section shall survive
      Closing.




10.5  Prorations .
      There
      shall be no prorations, credits or offsets at Closing for ad valorem taxes,
      special assessments and Project operating expenses. Both Seller and Purchaser
      agree that Seller is currently responsible for payment of such expenses and
      shall, to the extent provided in the Lease, continue to be responsible for
      such
      expenses accruing against the Project for periods of time from and after the
      Closing Date under the Lease.




12




**ARTICLE
      11**


**DESTRUCTION,
      DAMAGE OR CONDEMNATION**




Prior
      to
      the Closing Date, risk of loss with regard to the Project and the construction,
      ownership, operation, management or maintenance thereof shall be borne by
      Seller. If, prior to the Closing Date, all or a material part of the Project
      is
      subjected to a bona fide threat of condemnation by a body having the power
      of
      eminent domain, or included in whole or in part in a governmental plan or
      proposal which may result in the taking of all or a material part of the
      Project, or is taken by eminent domain or condemnation (or a sale in lieu
      thereof), or all or a significant (by which term is meant damage or destruction
      where the estimated costs of restoration exceed $25,000.00) part of the Project
      is damaged or destroyed by fire or other casualty, Purchaser may, by written
      notice to Seller, given within thirty (30) days after Purchaser’s receiving
      actual notice of such plan or proposal, threat of condemnation, condemnation,
      damage, destruction, or sale, elect to rescind and cancel this Agreement, and
      upon such rescission and cancellation, the Title Company shall return the
      Earnest Money to Purchaser and none of the parties shall have any rights,
      obligations or liabilities hereunder, except as set forth herein. The Closing
      Date shall be postponed, if necessary, to grant Purchaser such thirty (30)
      day
      period. If Purchaser does not elect so to rescind, or if less than a significant
      part of the Project is damaged or destroyed by fire or other casualty, this
      Agreement shall remain in full force and effect, and the purchase contemplated
      herein, less any property destroyed by fire or other casualty or taken by
      eminent domain or condemnation, or sold in lieu thereof, shall be effected
      with
      no further adjustments, and the provisions of the Lease shall govern any actions
      required to be taken by Purchaser and Seller in connection with such
      condemnation, damage, destruction, or sale. If this Agreement is not rescinded
      by Purchaser as set forth above, at such time as all or part of the Project
      is
      subject to a bona fide threat of condemnation as hereinabove provided, Purchaser
      shall be permitted to participate in the proceedings as if Purchaser were a
      party to the action.





**ARTICLE
      12**


**REAL
      ESTATE COMMISSIONS**




Purchaser
      and Seller mutually represent and warrant to each other that it dealt with
      no
      real estate brokers in the transactions contemplated by this Agreement, and
      that
      no brokerage fees, commissions, or other remuneration of any kind are due in
      connection herewith. Seller shall forever indemnify and hold harmless Purchaser
      against and in respect of any and all claims, losses, liabilities and expenses,
      including, without limitation, reasonable attorney’s fees and court costs, which
      Purchaser may incur on account of any claim by any broker or agent or other
      person on the basis of any arrangements or agreements made or alleged to have
      been made by or on behalf of Seller in respect to the transactions herein
      contemplated. Purchaser shall forever indemnify and hold harmless Seller against
      and in respect of any and all claims, losses, liabilities and expenses,
      including, without limitation, reasonable attorney’s fees and court costs, which
      Seller may incur on account of any claim by any broker or agent or other person
      on the basis of any arrangements or agreements made or alleged to have been
      made
      by or on behalf of Purchaser in respect to the transactions herein contemplated.
      The provisions of this Article
      12 shall
      survive the Closing and termination of this Agreement.




13





**ARTICLE
      13**


**NOTICES**




All
      notices, requests, demands and other communications required or permitted to
      be
      given hereunder shall be in writing and shall be deemed to have been duly given
      if delivered personally, transmitted by confirmed facsimile or other similar
      electronic transmission device or by messenger delivery, or mailed first class,
      postage prepaid, certified United States mail, return receipt requested, as
      follows:





If
                to Seller, to:
            Modtech
                Holdings, Inc.2830
                Barrett AvenuePerris,
                CA 92571Attn:
                Dennis ShogrenTelephone
                (951) 943-4014Facsimile
                (951) 943-9655If
                to Purchaser, to:
            NL
                Ventures V, L.P.c/o
                AIC Ventures8080
                N. Central Expressway, Suite 1220Dallas,
                Texas 75206Attn:
                Mr. Peter CarlsenTelephone
                (214) 292-4232Facsimile
                (214) 363-4968with
                a copy to:
            Heath
                D. EsterakAcquisitions
                CounselAIC
                Ventures301
                Congress Avenue, Suite 320Austin,
                Texas 78701Telephone
                (512) 476-5009Facsimile
                (512) 476-7779





provided
      that any party may change its address for notice by giving to the other party
      written notice of such change. Any notice request, demand or other communication
      given under this Section shall be effective upon the earlier of (i)
      personal delivery to the party to receive such notice, request, demand or
      communication, (ii) receipt at the address for notice as provided for herein
      for
      the party to receive such notice, request, demand or communication, or (iii)
      the
      expiration of seventy-two (72) hours from and after the date such notice,
      request, demand or other communication was sent in accordance
      herewith.




14





**ARTICLE
      14**


**DEFAULTS
      AND REMEDIES**




14.1  Seller’s
      Remedies on Purchaser’s Default .
      In the
      event that Purchaser shall fail to consummate the purchase of the Project on
      or
      before the Closing Date for any reason other than termination hereof pursuant
      to
      a right granted to Purchaser to do so, failure of any condition set forth
      herein, or breach by Seller of its representations, warranties, covenants or
      agreements hereunder, then, as its sole and exclusive remedy hereunder, Seller
      may terminate this Agreement and receive the Earnest Money from Title Company
      whereupon neither party shall have any further obligations hereunder except
      as
      set forth herein. Seller agrees to accept such sum as its total liquidated
      damages and relief and as its sole remedy, at law or in equity, for Purchaser’s
      default hereunder, the parties having agreed that in the event of a default
      hereunder by Purchaser, the actual harm to Seller will be extremely difficult
      and impracticable to determine, and Seller and Purchaser agree that said
      liquidated damages are not intended as a penalty.




14.2  Purchaser’s
      Remedies on Seller’s Default .
      In the
      event Seller shall fail or refuse to fully and timely perform any of its
      obligations hereunder, or shall fail or refuse to consummate the sale of the
      Project for any reason not set forth in this Agreement, except where caused
      solely by Purchaser’s default, then as its sole and exclusive remedies
      hereunder, Purchaser may: (i) terminate this Agreement and recover from the
      Title Company the Earnest Money and recover from Seller all of Purchaser’s
      out-of-pocket expenses (which shall not exceed $20,000) incurred as a result
      of
      Purchaser’s due diligence and preparation for closing, and thereafter neither
      party shall have any further obligations hereunder except as set forth herein,
      or (ii) enforce specific performance of this Agreement, in Purchaser’s sole
      discretion (and should Purchaser be successful in enforcing specific
      performance, Seller shall be  responsible
      for all of Purchaser’s reasonable court costs, litigation expenses and
      reasonable attorneys’ fees incurred in connection therewith, but should
      Purchaser be unsuccessful in enforcing any remedy against Seller, Purchaser
      shall be responsible for all of Seller’s reasonable court costs, litigation
      expenses and reasonable attorneys’ fees incurred in connection therewith). In
      the event Seller fails or refuses to perform any covenant or agreement herein
      undertaken or fails or refuses to furnish any item or thing or permit any
      inspection, then Purchaser may, at its election, either waive such compliance
      or
      performance by Seller and proceed to Closing, or extend the Closing Date for
      such period of time (not to exceed thirty (30) days) deemed appropriate by
      Purchaser in which event the substituted Closing Date shall thereafter be and
      constitute the Closing Date hereunder.




14.3  Limitation
      on Damages .
      Notwithstanding any other provision to the contrary set forth in this Agreement,
      but without in any way limiting any party’s indemnification obligations
      hereunder, no party hereto shall be liable to any other party hereto for any
      incidental, consequential, special, exemplary or punitive damages arising out
      of
      or in connection with this Agreement, regardless of whether the breaching or
      defaulting party knew or should have known of the possibility of such damages,
      and without regard to the nature of the claim or the underlying theory or cause
      of action, and each party hereby waives its right to all such remedies and
      damages.




15




**ARTICLE
      15**


**SPECIAL
      PROVISIONS**




Notwithstanding
      anything to the contrary herein, satisfaction of the provisions of this Article
      15 shall be
      a further express condition precedent to the obligations of Purchaser to close
      the transaction contemplated hereby.





15.1  Intentionally
      deleted.




15.2  Lease .
      During
      the pendency of this Agreement, Seller and Purchaser shall negotiate in good
      faith to agree on the final form of the Lease incorporating those terms
      specifically set forth in the letter of intent dated August 11, 2006, and upon
      such other terms and in a form mutually agreeable to both parties. At Closing,
      Seller and Purchaser shall execute and enter into the Lease. The
      Lease shall grant Seller a license for use of the Incidental Rights and Plans
      and the Property Agreements, which license shall be coterminous with the
      Lease.




15.3  Due
      Diligence Materials .
      To the
      extent available, Seller shall deliver all due diligence materials as reasonably
      requested by Purchaser within ten (10) business days.




**ARTICLE
      16**


**REVIEW
      PERIOD**




For
      the
      purposes of this Agreement, the term “Review Period” shall mean the period of
      time commencing on the Effective Date, and expiring at 11:59 P.M (Austin, Texas
      time) on the sixtieth (60 th )
      day
      thereafter. During the Review Period, Purchaser may review the Survey, the
      Title
      Commitment, the UCC Report, and all of the documents, items, information and
      materials reasonably requested by Purchaser and delivered by Seller, and,
      subject to the other provisions of this Agreement, including Article 7, may
      conduct soil tests, structural tests, and such other engineering and economic
      feasibility tests and studies and such other inspections or investigations
      with
      respect to the Project, as Purchaser may desire or deem appropriate. Seller
      agrees to cooperate with and assist Purchaser in the physical inspection of
      the
      Project and the inspection of such documents, items, information and materials,
      provided that such inspection shall be conducted during normal business hours
      or
      at such other time as is reasonable and necessary to conduct the inspection,
      and
      shall not unreasonably interfere with the normal business of Seller. If, within
      the Review Period, Purchaser shall, for any reason, in Purchaser’s sole and
      absolute discretion, be dissatisfied with any aspect of the Project, then
      Purchaser shall have the absolute and unfettered right to terminate this
      Agreement by sending written notice of such termination to Seller at any time
      prior to the expiration of the Review Period. In the event that Purchaser
      terminates this Agreement, as provided above, the Title Company shall return
      the
      Earnest Money to Purchaser and Purchaser shall be entitled to recover from
      Seller all of Purchaser’s out-of-pocket expenses (which shall not exceed
      $20,000) incurred as a result of Purchaser’s due diligence and preparation for
      closing and the parties hereto shall have no further obligations under this
      Agreement, except as may be otherwise provided herein.




16




**ARTICLE
      17**


**MISCELLANEOUS**




17.1  Cooperation;
      Further Documents .




( 1 )   Each
      of
      the parties hereto agrees to use its reasonable efforts to take or cause to
      be
      taken all action, and to do or cause to be done all things necessary, proper
      or
      advisable under applicable Governmental Requirements, regulations or otherwise,
      to consummate and to make effective the transactions contemplated by this
      Agreement, including, without limitation, the timely performance of all actions
      and things contemplated by this Agreement to be taken or done by each of the
      parties hereto.





( 2 )    Each
      party shall reasonably cooperate with the other party in such other party’s
      discharge of the obligations hereunder, which shall include making reasonably
      available to the other party (but if after the Closing Date, at the other
      party’s direct out-of-pocket expense), such of its personnel as have relevant
      information with respect thereto.





( 3 )    Seller
      shall from time to time, at the reasonable request of Purchaser, execute and
      deliver such instruments of transfer, conveyance and assignment in addition
      to
      those delivered contemporaneously herewith and at the Closing, and take such
      other action as Purchaser may reasonably require to more effectively transfer,
      convey and assign to and vest in Purchaser, and to put Purchaser in possession
      of, any assets being transferred, conveyed, assigned and delivered by Seller
      pursuant to this Agreement.





17.2  No
      Partnership .
      This
      Agreement is a contract of purchase and sale only and is not intended and shall
      not be construed to create any association, trust, partnership, joint venture,
      agency or any other relationship between Purchaser and Seller.




17.3  Savings
      Clause .
      Should
      any provision of this Agreement be held unenforceable or invalid under the
      laws
      of the United States of America or the states in which the Project is located,
      or under any other applicable laws of any other jurisdiction, then the parties
      hereto agree that such provision shall be deemed modified for purposes of
      performance of this Agreement in such jurisdiction to the extent necessary
      to
      render it lawful and enforceable, or if such a modification is not possible
      without materially altering the intention of the parties hereto, then such
      provision shall be severed herefrom for purposes of performance of this
      Agreement in such jurisdiction. The validity of the remaining provisions of
      this
      Agreement shall not be affected by any such modification or severance, except
      that if any severance materially alters the intentions of the parties hereto
      as
      expressed herein (a modification being permitted only if there is no material
      alteration), then the parties hereto shall use commercially reasonable efforts
      to agree to appropriate equitable amendments to this Agreement in light of
      such
      severance.




17.4  Survival .
      Except
      as may otherwise be expressly set forth herein, each and every indemnification
      obligation, warranty, representation, covenant and agreement of Seller and
      Purchaser contained herein shall survive the execution, delivery and Closing
      (if
      any) of this Agreement for a period of one (1) year from and after the Closing
      Date or, if no Closing shall occur, for a period of two (2) years from and
      after
      the date of termination of this Agreement, and shall not be merged into the
      Deed
      (if any) or any other document executed and delivered prior to or at the
      Closing, but shall expressly survive and be binding thereafter on Seller and
      Purchaser, respectively. No inspections or examinations of the Project or the
      books, records, or information relative thereto by Purchaser shall diminish
      or
      otherwise affect Seller’s indemnification obligations, representations,
      warranties, covenants and agreements relative thereto, and Purchaser may
      continue to rely thereon, except that if Purchaser has actual knowledge that
      a
      representation or warranty of Seller is false prior to Closing, but nevertheless
      agrees to close the transaction contemplated hereby, then Purchaser may not
      later seek recovery from Seller on such false representation or warranty.




17




17.5  Governing
      Law .
      This
      Agreement shall be governed by and construed and interpreted in accordance
      with
      the laws of the State of Florida.




17.6  Cumulative
      Rights .
      Except
      as may otherwise be set forth herein, all rights, powers and privileges
      conferred hereunder upon the parties shall be cumulative and not restrictive
      of
      those given by law.




17.7  No
      Waiver By Conduct .
      The
      failure of either party to exercise any power given such party hereunder or
      to
      insist upon strict compliance by the other party with its
      obligations  hereunder
      shall not, and no custom or practice of the parties at variance with the terms
      hereof, shall constitute a waiver of such parties rights to demand exact
      compliance with the terms hereof.




17.8  Entire
      Agreement .
      This
      Agreement, including the exhibits, annexes and schedules attached hereto,
      constitutes the entire agreement and understanding between the parties hereto
      relating to the sale and purchase of the Project, and supersedes all prior
      and
      contemporaneous agreements and undertakings of the parties in connection
      therewith. No statements, agreements, covenants, understandings,
      representations, warranties or conditions not expressed in this Agreement shall
      be binding upon the parties hereto, or shall be effective to interpret, change,
      or restrict provisions of this Agreement, unless such is in writing, signed
      by
      both parties hereto and by reference made a part hereof. This Agreement may
      not
      be modified or amended except by a subsequent agreement in writing signed by
      Seller and Purchaser.




17.9  Assignment .
      Seller
      shall not assign, transfer, or mortgage Seller’s interest in this Agreement.
      Seller expressly agrees that Purchaser shall have the absolute right to assign
      and transfer Purchaser’s interest in the Project and in this Agreement to any
      affiliated special purpose entity without the need to obtain the consent of
      Seller, and in the event of any such assignment, such assignee shall succeed
      to
      all the interests and rights so assigned as though such assignee had executed
      this Agreement, and Purchaser shall thereafter be relieved of obligations
      hereunder.




17.10  Counterparts .
      This
      Agreement may be executed in several counterparts, each of which shall be deemed
      an original, and all such counterparts together shall constitute one and the
      same instrument.




17.11  Binding
      Effect .
      Subject
      to the restrictions set forth in Section
      17.9 hereof,
      this Agreement shall be binding upon and shall inure to the benefit of the
      parties hereto and their respective successors and assigns.




18




17.12  Time .
      Time is
      of the essence with respect to this Agreement, and the respective time periods
      set forth herein.




17.13  Captions .
      The
      captions in this Agreement are inserted for convenience and reference only,
      and
      shall in no way affect, define, limit or describe the scope, intent or
      construction of any provision hereof.




17.14  Pronouns .
      Pronouns, wherever used herein, and of whatever gender, shall include natural
      persons and corporations and associations of every kind and character, and
      the
      singular shall include the plural wherever and as often as may be
      appropriate.




17.15  Construction
      of Agreement . 
      The terms and provisions of this Agreement represent the results of negotiations
      between Seller and Purchaser, each of which has been represented by counsel
      of
      its own choosing, and neither of which has acted under duress or compulsion,
      whether legal, economic or otherwise. Accordingly, the terms and provisions
      of
      this Agreement shall be interpreted and construed in accordance with their
      usual
      and customary meanings, and Seller and Purchaser hereby waive the application
      in
      connection with the interpretation and construction of this Agreement of any
      rule of law to the effect that ambiguous or conflicting terms or provisions
      contained in this Agreement shall be interpreted or construed against the party
      whose attorney prepared the executed draft or any earlier draft of this
      Agreement.




17.16  Third
      Party Beneficiaries .
      Except
      as expressly set forth herein, nothing in this Agreement is intended or shall
      operate to create any rights of any nature in favor of any person, association
      or entity that is not a party to this Agreement.




17.17  Recordation .
      Neither
      Seller nor Purchaser shall record this Agreement in the Real Property Records
      without the prior written consent of the other party.




17.18  Contingency .
      Closing
      will be contingent upon Purchaser’s review and approval of Seller’s modified or
      new credit facility. Seller must not be in covenant default, and the credit
      facility must have a term of more than one year.




[Signatures
      on Next Page]




19


IN
      WITNESS WHEREOF, the parties hereto have signed this Agreement on the date
      shown
      to the left of their respective signatures.




SELLER:Modtech Holdings, Inc.,
              a Delaware corporationBy:Name:Title:












PURCHASER:NL
                VENTURES V, L.P.,
              a
                Texas limited partnershipBy:
            AIC
              NET
              LEASE MANAGEMENT V, L.P.,a
                Texas limited partnership,
              its
                sole General PartnerBy:AIC
              OPCO V, L.P.,a
                Texas limited partnership,
              its
                sole General PartnerBy:AIC
                HOLDINGS V, LLC,a
                Texas limited
              liability
                company,
              its
                sole General PartnerBy:Name:Peter
                S. CarlsenTitle:President











Receipt
        of a fully executed copy of this Agreement is hereby acknowledged on the
        Effective Date as set forth below, and the undersigned Title Company agrees
        to
        perform the duties of the Title Company set forth in the foregoing Agreement
        as
        and when called upon to do so.


TITLE COMPANY:FIDELITY NATIONAL TITLE
              COMPANYBy:Name:David
              LawrenceTitle:Senior
              Vice PresidentEffective Date:











ANNEX
      A


General
      Definitional Provisions




(1)  All
      terms
      defined in this Agreement shall have their defined meanings when used in each
      certificate, exhibit, schedule, annex or other instrument related thereto,
      unless in any case the context states or implies otherwise; and when required
      by
      the context, each term shall include the plural as well as the singular, and
      vice versa.





( 4 )   Definitions
      of each person or entity specifically defined herein, unless otherwise expressly
      provided to the contrary, include the successors, assigns, heirs and legal
      representatives of each such person or entity.




( 5 )  Unless
      the context otherwise requires or unless otherwise expressly provided,
      references to this Agreement shall include all amendments, modifications,
      supplements and restatements thereof or thereto, as applicable, and as in effect
      from time to time.





Defined
      Terms





The
      terms
      defined in this Annex
      A shall,
      for all purposes of this Agreement, have the meanings herein
      specified.





“ Closing ”
shall
      have the meaning ascribed to such term in Section
      10.1 hereof.





“ Closing
      Date ”
shall
      have the meaning ascribed to such term in Section
      10.1 hereof.





“ Construction
      Contracts ”
shall
      have the meaning ascribed to such term in Section
      2.3 hereof.





“ Deed ”
shall
      have the meaning ascribed to such term in Section
      10.2(1) hereof.





“ Environmental
      Conditions ”
means
      any and all acts, omissions, events, circumstances, and conditions on or in
      connection with the Realty or the Project that constitute a violation of, or
      require remediation under, any Environmental Laws, including any pollution,
      contamination, degradation, damage, or injury caused by, related to, or arising
      from or in connection with the generation, use, handling, treatment, storage,
      disposal, discharge, emission or release of Hazardous Materials.





“ Environmental
      Laws ”
means
      all applicable federal, state, local or municipal laws, rules, regulations,
      statutes, ordinances or orders of any Governmental Authority, relating to (a)
      the control of any potential pollutant, or protection of health or the air,
      water or land, (b) solid, gaseous or liquid waste generation, handling,
      treatment, storage, disposal, discharge, release, emission or transportation,
      (c) exposure to hazardous, toxic or other substances alleged to be harmful,
      (d)
      the protection of any endangered or at-risk plant or animal life, or (e) the
      emission, control or abatement of noise. “Environmental Laws” shall include, but
      not be limited to, the Clean Air Act, 42 U.S.C. § 7401 et seq., the Clean Water
      Act, 33 U.S.C. § 1251 et seq., the Resource Conservation Recovery Act
      (“ RCRA ”),
      42
      U.S.C. § 6901 et seq., the Toxic Substances Control Act, 15 U.S.C. § 2601 et
      seq., the Endangered Species Act, 16 U.S.C. § 1531 et seq., the Safe Drinking
      Water Act, 42 U.S.C. § 300f et seq., and the Comprehensive Environmental
      Response, Compensation and Liability Act (“ CERCLA ”),
      42
      U.S.C. § 9601 et seq., including the Superfund Amendments and Reauthorization
      Act, 42 U.S.C. § 11001, et seq. The term “Environmental Laws” shall also include
      all applicable state, local and municipal laws, rules, regulations, statutes,
      ordinances and orders dealing with the subject matter of the above listed
      federal statutes or promulgated by any governmental or quasi-governmental agency
      thereunder in order to carry out the purposes of any federal, state, local
      or
      municipal law.










“ Environmental
      Liabilities ”
means
      any and all liabilities, responsibilities, claims, suits, losses, costs
      (including remedial, removal, response, abatement, clean-up, investigative
      and/or monitoring costs and any other related costs and expenses), other causes
      of action recognized now or at any later time, damages, settlements, expenses,
      charges, assessments, liens, penalties, fines, pre-judgment and post-judgment
      interest, attorneys’ fees and other legal costs incurred or imposed
      (a) pursuant to any agreement, order, notice of responsibility, directive
      (including directives embodied in Environmental Laws), injunction, judgment
      or
      similar documents (including settlements) arising out of, in connection with,
      or
      under Environmental Laws, (b) pursuant to any claim by a Governmental Authority
      or any other person or entity for personal injury, property damage, damage
      to
      natural resources, remediation, or payment or reimbursement of response costs
      incurred or expended by such Governmental Authority, person or entity pursuant
      to common law or statute and related to the use or release of Hazardous
      Materials, or (c) as a result of Environmental Conditions.





“ Environmental
      Permits ”
means
      any permits, licenses, approvals, consents, registrations, identification
      numbers or other authorizations with respect to the Project or the ownership
      or
      operation thereof required under any applicable Environmental Law.





“ Financing ”
means
      a
      loan or loans to be obtained, at Purchaser’s option, within one year from the
      date of Closing, from a financial institution (“Purchaser’s Lender”) to acquire
      the Project or to reimburse Purchaser for its costs, fees and expenses of
      acquiring the Project on terms and conditions satisfactory to Purchaser in
      its
      sole discretion.





“ Governmental
      Authority ”
means
      any and all foreign, federal, state or local governments, governmental
      institutions, public authorities and governmental entities of any nature
      whatsoever, and any subdivisions or instrumentalities thereof, including, but
      not limited to, departments, boards, bureaus, commissions, agencies, courts,
      administrations and panels, and any divisions or instrumentalities thereof,
      whether permanent or ad hoc and whether now or hereafter constituted or
      existing.





“ Governmental
      Requirements ”
means
      any and all laws (including, but not limited to, applicable common law
      principles), statutes, ordinances, codes, rules, regulations, interpretations,
      guidelines, directions, orders, judgments, writs, injunctions, decrees,
      decisions or similar items or pronouncements, promulgated, issued, passed or
      set
      forth by any Governmental Authority.










“ Hazardous
      Materials ”
means
      any (a) petroleum or petroleum products, (b) asbestos or asbestos containing
      materials, (c) hazardous substances as defined by § 101(14) of CERCLA and (d)
      any other chemical, substance or waste that is regulated by any Governmental
      Authority under any Environmental Law.





“ Incidental
      Rights ”
shall
      have the meaning ascribed to such term in Section
      2.3 hereof.





“ Improvements ”
shall
      have the meaning ascribed to such term in Section
      2.1 hereof.





“ Land ”
shall
      have the meaning ascribed to such term in Section
      2.1 hereof.





“ Lease ”
shall
      have the meaning ascribed to such term in the recitals hereof.





“ Permitted
      Exceptions ” shall mean
      those title exceptions as may be approved by Purchaser or as herein
      provided.





“ Personalty ”
shall
      have the meaning ascribed to such term in Section
      2.2 hereof.





“ Plans ”
shall
      have the meaning ascribed to such term in Section
      2.4 hereof.





“ Project ” shall
      mean the Realty, the Personalty, the Incidental Rights, the Plans and all other
      property and interests that are subject to this Agreement .





“ Property
      Agreements ”
shall
      have the meaning ascribed to such term in Section
      2.3 hereof.





“ Purchaser’s
      Lender ”
shall
      have the meaning ascribed to such term in the definition of
“Financing.”





“ Realty ”
shall
      have the meaning ascribed to such term in Section
      2.1 hereof.





“ Review
      Period ”
shall
      have the meaning ascribed to such term in Article
      16 hereof.





“ Survey ”
shall
      mean a new and updated on the ground survey of the Realty prepared, signed,
      certified and sealed by a registered, licensed state surveyor approved by the
      Title Company which shall satisfy all of the reasonable requirements of
      Purchaser’s Lender and, without limiting the foregoing, shall: (a) meet the
“Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys” as
      adopted by the American Land Title Association, the American Congress on
      Surveying and mapping, and the National Society of Professional Surveyors in
      2005, including items 1 through 4, 6, 7(a), 7(b)(1), 7(b)(2), 7(c), 8, 9, 10,
      11(b), 13, and16 through 18 of Table A thereto; and (b) include the surveyor’s
      registered number and seal, the date of the Survey (which shall be no earlier
      than the Effective Date), and a narrative certificate certifying that the survey
      has been prepared in accordance with the foregoing-described ALTA/ACSM
      Standards, and containing such other information as Purchaser’s Lender may
      reasonably require. Without limiting the foregoing, the Survey shall be in
      form
      and substance acceptable to the Title Company as a basis for deleting, to the
      maximum extent permitted by applicable title insurance regulations, the standard
      printed exceptions relating to survey matters in the Owner’s Policy of Title
      Insurance to be delivered by Seller as hereinafter provided. For purposes of
      the
      property description to be included in the Deed, the field notes prepared by
      the
      surveyor shall control any conflicts or inconsistencies with the description
      herein.










“ Title
      Commitment ”
shall
      mean a Commitment for Owner’s Policy of Title Insurance prepared and issued by
      the Title Company describing and covering the Realty, listing Purchaser as
      the
      prospective name insured and showing as the policy amount the Total Purchase
      Price, which Title Commitment shall constitute the commitment of the Title
      Company to insure, by title insurance in the standard form of an Owner’s Policy
      of Title Insurance in use in the state in which the Realty is located,
      Purchaser’s title to the Realty to be good, marketable and indefeasible, subject
      only to Permitted Exceptions and to the standard printed exceptions contained
      in
      the standard form of Owner’s Policy of Title Insurance, except that, to the
      maximum extent permitted by applicable title insurance regulations and at
      Seller’s expense, such standard exceptions shall be modified as follows: (i) the
      standard printed form survey exception shall be amended to read only “shortages
      in area”; (ii) the standard exception as to the lien for taxes shall be limited
      to the year of Closing and subsequent years, and shall be endorsed “Not Yet Due
      and Payable,” with respect to such years; (iii) there shall be no exception for
“visible and apparent easements” or for “public or private roads” or the like;
      and (iv) there shall be no exception for “rights of parties in possession”
except for Tenant, as tenant, under the Lease.





“ Title
      Company ”
shall
      mean Fidelity National Title Company, located at Three Lincoln Center, Suite
      260, 5430 LBJ Freeway, Dallas, Texas 75240; (972) 770-2120, Attn: David
      Lawrence **.**





“ Total
      Purchase Price ”
shall
      have the meaning ascribed to such term in Section
      4.1 hereof.





“ UCC
      Report ”
shall
      mean a report of searches made of the Uniform Commercial Code Records of
      Hillsborough County, Florida; the Real Property Records of Hillsborough County,
      Florida; the Office of the Secretary of State of Florida, and the Office of
      the
      Secretary of State of the state in which Seller is incorporated, indicating
      whether the Project is subject to any liens or security interests (other than
      liens and security interests, if any, which are to be released at the
      Closing).










EXHIBIT
      A





Land
      Description





A
      parcel
      of land lying in portions of the South half (S 1⁄2) of Section 36, Township 28
      South, Range 21 East, and the North half (N 1⁄2) of Section 1, Township 29 South,
      Range 21 East, more particularly described as follows: Commence at the Southwest
      corner of said Section 36, thence North 01°01’00” West, along the West boundary
      of said Section 36, being also the center line of the 100 foot right of way
      of
      Turkey Creek Road, a distance of 1,172.24 feet; thence South 85°52’00” East, a
      distance of 2,544.76 feet for a Point of Beginning; thence continue South
      85°52’00” East, a distance of 760.20 feet; thence South 37°45’00” East, 432.59
      feet; thence South 52°15’00” West, 984.00 feet; thence North 37°45’00” West,
      761.20 feet; thence North 29°04’45” East 454.71 feet to the Point of Beginning,
      all lying and being situate in Hillsborough County, Florida.








SCHEDULE
      2.2


























































SCHEDULE
      2.3





None.