**Exhibit 10.1****AMENDED STOCK PURCHASE AGREEMENT**     This Amended STOCK PURCHASE AGREEMENT (this “Agreement”), is made and entered into as ofAugust 29, 2006, by and between VIRCO MFG. CORPORATION, a Delaware corporation (the “Company”), andthe purchasers listed on the signature page of this Agreement (each a “Purchaser” and collectivelythe “Purchasers”).     WHEREAS, the Company and the Purchasers entered into certain Stock Purchase Agreements datedas of June 26, 2006 (the “Prior Agreements”) whereby the Company agreed to issue and sell, and thePurchasers agreed to purchase and pay for, an aggregate of 60,246 shares of the Company’s CommonStock, par value $.01 per share (the “Shares”); and     WHEREAS, pricing for the Shares in the Prior Agreement was based upon a ten (10) day measuringperiod that had been negotiated a few weeks prior to the date of the Prior Agreement by third partyinvestors; and     WHEREAS, following discussions with the American Stock Exchange (the “Amex”) in connectionwith the Company’s application to list the Shares on the Amex, it was mutually agreed that the ten(10) day measuring period to calculate the fair market value of the Shares was inappropriate andshould relate instead to the June 26, 2006 date of the Stock Purchase Agreements, rather than tothe date of the Company’s agreement with its third party investors; and     WHEREAS, the Company and the Purchasers have mutually agreed to reprice the Shares based uponthe June 26, 2006 date of the Prior Agreement.     NOW THEREFORE, the parties hereto agree that the Prior Agreements are hereby cancelled andrescinded, and the entire continuing understanding and agreement of the Company and the Purchaserswith respect to sale and purchase of the Shares is as set forth in this Stock Purchase Agreement.**1. AGREEMENT TO SELL AND PURCHASE THE SHARES**     **1.1 PURCHASE AND SALE**     Subject to the terms and conditions of this Agreement, the Purchasers hereby agree to purchase(severally and not jointly), and the Company hereby agrees to sell and issue to the Purchasers, atthe Closing (as defined below) the respective number of Shares, as are set forth on Schedule A tothis Agreement, and each Purchaser agrees to purchase and pay for that number of the Shares as isindicated next to his/her name on Schedule A.     **1.2. DELIVERIES AT CLOSING**     (a) Completion of the purchase and sale of the Shares (the “Closing”) shall occur at theoffices of Gibson, Dunn & Crutcher LLP, counsel to the Company, at 2029 Century Park East, 40thFloor, Los Angeles, California, at 11:00 a.m. local time on September 31, 2006, or such other timeand date as may be agreed by the parties (the “Closing Date”).     (b) At the Closing, the Company shall issue and deliver to each Purchaser a stock certificateregistered in the name of such Purchaser representing the number of Shares purchased by suchPurchaser as set forth on Schedule A hereto. Each stock certificate shall bear an appropriatelegend referring to the fact that the Shares are being sold in reliance upon the exemption fromregistration provided by Section 4(2) of the Securities Act of 1933, as amended (the “SecuritiesAct”) and Rule 506 under the Securities Act, as applicable.
 

 
     (c) At the Closing each Purchaser shall pay to the Company readily available funds in therespective amount committed as set forth opposite his name on Schedule A (collectively in theaggregate, the “Purchase Price”).**2. PURCHASE PRICE**     The Purchase Price for the Shares deliverable by the Company to the Purchasers at Closingshall be $5.02 for each of the Shares purchased, which was the average daily closing price forshares of the Company’s Common Stock on the American Stock Exchange (“Amex”) during a ten (10) daymeasuring period prior to the date of the Prior Agreement.**3. CONDITIONS TO CLOSING**     (a) The Company’s obligation to complete the sale of the Shares shall be subject to itsreceipt on the Closing Date of funds in the full amount of the Purchase Price in payment for theShares.     (b) The Purchasers’ obligation to pay for the Shares shall be subject to their receipt of thefollowing items on the Closing Date:     (i) Stock certificates representing the Shares in form satisfactory to the Purchasers;     (ii) Warrant certificates in the form attached hereto as Schedule B (the “Warrants”)representing the Purchasers’ right to acquire 25% of the number of Shares being purchased onthe Closing Date (the “Warrant Shares”) over a five year period at an exercise price of$5.60 per share during the first three (3) years following the Closing Date and of $6.06 pershare during the fourth (4th) and fifth (5th) years following the Closing Date; and     (iii) Evidence of listing of the Shares on the Amex.**4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY**     The Company hereby represents and warrants to the Purchasers as follows:     **4.1 ORGANIZATION, STANDING AND QUALIFICATION**     The Company has been duly incorporated and is validly existing as a corporation in goodstanding under the laws of the State of Delaware. The Company has the corporate power andauthority to own, lease and operate its properties and to conduct its business as currentlyconducted and to enter into and perform its obligations under this Agreement. The Company is dulyqualified as a foreign corporation to transact business and is in good standing in any otherjurisdiction in which such qualification is required, whether by reason of the ownership or leasingof property or the conduct of business, except where the failure to so qualify would not, singly orin the aggregate, have a material adverse effect on the financial condition or the earnings orassets of the Company.     **4.2 DUE EXECUTION, DELIVERY AND PERFORMANCE**     (a) This Agreement has been duly executed and delivered by the Company and constitutes a validand binding obligation of the Company, enforceable against the Company in accordance with itsterms.     (b) The execution, delivery and performance of this Agreement and the consummation of thetransactions contemplated in this Agreement and the fulfillment of the terms of this Agreement (i)have been duly authorized by all necessary corporate action on the part of the Company; (ii) willnot conflict with or constitute a breach of, or default under, or result in the creation orimposition of any lien, charge or encumbrance upon any property or assets of the Company pursuantto, any contract, indenture, mortgage, loan agreement, note, lease, sublease, voting agreement,voting trust or other agreement to which the Company is a party or by which it may be bound, or towhich any of the property or assets of the Company is subject; (iii) will not trigger anti-dilutionrights
 

 
or other rights to acquire additional equity securities of the Company; and (iv) will notresult in any violation of the provisions of the certificate of incorporation or bylaws of theCompany or any applicable statute, law, rule, regulation or order.     **4.3 ISSUANCE, SALE AND DELIVERY OF THE SHARES**     (a) The Shares have been duly authorized for issuance and sale pursuant to this Agreement,and, when issued and delivered by the Company pursuant to this Agreement against payment by thePurchasers of the Purchase Price, they will be validly issued and fully paid and nonassessable andfree and clear of all pledges, liens and encumbrances.     (b) Issuance of the Shares is not subject to preemptive or other similar rights. No furtherapproval or authority of the stockholders or the Board of Directors of the Company will be requiredfor the issuance and sale of the Shares as contemplated in this Agreement.     (c) Subject to the accuracy of the Purchasers’ representations and warranties in Section 5 ofthis Agreement, the offer, sale, and issuance of the Shares in conformity with the terms of thisAgreement constitutes a transaction exempt from the registration requirements of Section 5 of theSecurities Act.     **4.4 CAPITALIZATION**     (a) The authorized capital stock of the Company consists of twenty five million (25,000,000)shares of Common Stock and three million (3,000,000) shares of Preferred Stock.     (b) As of July 6, 2006, the issued and outstanding capital stock of the Company consisted offourteen million three hundred twenty two thousand fifty one (14,322,051) shares of Common Stock.No shares of preferred stock are issued and outstanding. The shares of issued and outstandingCommon Stock of the Company have been duly authorized and validly issued, are fully paid andnonassessable and have not been issued in violation of any preemptive or other similar rights.     (c) The Company has reserved, and has available for future issuance, an aggregate of 686,559shares of Common Stock under the Company’s stock option plan (i) for issuance of shares upon theexercise of stock options granted or available for future grant and (ii) for issuance of shares ofrestricted stock. With the exception of the foregoing, there are no outstanding subscriptions,options, warrants, convertible or exchangeable securities or other rights granted by the Company topurchase shares of Common Stock or other securities of the Company, and there are no commitments,plans or arrangements to issue any shares of Common Stock or any security convertible into orexchangeable for Common Stock.     **4.5 FINANCIAL STATEMENTS**     The January 31, 2006 financial statements of the Company filed with the Securities andExchange Commission (“SEC”) as part of the Company’s Form 10-K dated April 13, 2006 present fairlythe financial position of the Company as of the dates indicated and the results of the Company’soperations for the periods specified. These financial statements have been prepared in conformitywith generally accepted accounting principles applied on a consistent basis and any supportingschedules included with the financial statements present fairly the information stated in thefinancial statements. The financial and statistical data set forth in the Company’s Form 10-Kreferred to above were prepared on an accounting basis consistent with such financial statements.     **4.6 NO MATERIAL CHANGE**     Since July 6, 2006,     (a) there has been no material adverse change in the financial condition or in the earnings orassets of the Company, whether or not arising in the ordinary course of business;
 

 
     (b) there have been no transactions entered into by the Company other than those in theordinary course of business which are material with respect to the Company;     (c) there has been no issuance of additional shares of the Company’s Common Stock;     (d) there has been no dividend or distribution of any kind declared, paid or made by theCompany on its Common Stock; and     (e) the Company has incurred no material liabilities or material contingent obligations.     **4.7 USE OF PROCEEDS**     The Company intends to use the proceeds from sale of the Shares for working capital and othergeneral corporate purposes.     **4.8 NO DEFAULTS**     The Company is not in violation of its certificate of incorporation or bylaws or in materialdefault in the performance or observance of any obligation, agreement, covenant or conditioncontained in any material contract, indenture, mortgage, loan agreement, note, lease, sublease,voting agreement, voting trust, or other material agreement to which the Company is a party or bywhich it may be bound, or to which any of the property or assets of the Company is subject.     **4.9 NO ACTIONS**     There is no action, suit or proceeding before or by any court or governmental agency or body,domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against theCompany which, singly or in the aggregate, would result in any material adverse change in thefinancial condition or in the earnings or business prospects of the Company, or which, singly or inthe aggregate, might materially and adversely affect the properties or assets of the Company orwhich might materially and adversely affect the consummation of this Agreement, nor, to the bestknowledge of the Company, is there any reasonable basis therefor. The Company is not in defaultwith respect to any judgment, order or decree of any court or governmental agency orinstrumentality which, singly or in the aggregate, would have a material adverse effect on theassets, properties or business of the Company.     **4.10 CONTRACTS**     All of the contracts filed with the SEC as part of the Company Documents are in full force andeffect on the date hereof, except for contracts the termination or expiration of which would not,singly or in the aggregate, have a material adverse effect on the business, properties or assets ofthe Company. Neither the Company nor, to the best knowledge of the Company, any other party is inmaterial breach of or default under any such contracts. The Company is in full compliance with allcovenants, financial or otherwise, contained within its loan agreements and the Company has notreceived any correspondence from any of its lenders questioning or otherwise relating to theCompany’s compliance with any such covenants.     **4.11 ENVIRONMENTAL MATTERS**     Except as would not, singly or in the aggregate, reasonably be expected to have a materialadverse effect on the financial condition or the earnings or assets of the Company,     (a) the Company is in compliance with all applicable Environmental Laws (as defined below);     (b) the Company has all permits, authorizations and approvals required under any applicableEnvironmental Laws and is in compliance with the requirements of such permits authorizations andapprovals; and
 

 
     (c) there are no pending or, to the best knowledge of the Company, threatened EnvironmentalClaims (as defined below) against the Company.     For purposes of this Agreement, the following terms shall have the following meanings:“Environmental Law” means any United States (or other applicable jurisdiction’s) Federal, state,local or municipal statute, law, rule, regulation, ordinance, code, policy or rule of common lawand any judicial or administrative interpretation thereof, including any judicial or administrativeorder, consent decree or judgment, relating to the environment, health, safety or any chemical,material or substance, exposure to which is prohibited, limited or regulated by any governmentalauthority. “Environmental Claims” means any and all administrative, regulatory or judicialactions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation,investigations or proceedings relating in any way to any Environmental Law.     **4.12 LABOR MATTERS**     No labor dispute with the employees of the Company exists or, to the best knowledge of theCompany, is threatened. To the best knowledge of the Company, no management level or othersignificant employee has indicated that he or she intends to terminate his or her employment withthe Company and the Company has no plans to terminate any management level or other significantemployee.     **4.13 PROPERTIES**     The Company has good and marketable title to its properties, free and clear of any materialsecurity interests, mortgages, pledges, liens, charges, encumbrances and claims of record, exceptfor the lien on substantially all of the assets and properties of the Company held by Wells FargoBank. The properties of the Company are, in the aggregate, in good repair (reasonable wear andtear excepted) and suitable for their respective uses. All real property held under lease by theCompany is held under valid, subsisting and enforceable leases with such exceptions as are notmaterial and do not interfere with the conduct of the business of the Company. The Company owns orleases all such properties as are necessary to its business or operations as now conducted.     **4.14 INTELLECTUAL PROPERTY**     (a) The Company owns or is licensed to use all patents, patent applications, inventions,trademarks, trade names, applications for registration of trademarks, service marks, service markapplications, copyrights, know-how, manufacturing processes, formulae, trade secrets, licenses andrights in any thereof and any other intangible property and assets that are material to thebusiness of the Company as now conducted and as proposed to be conducted (in this Agreement calledthe “Proprietary Rights”).     (b) The Company does not have any knowledge of, and the Company has not given or received anynotice of, any pending conflicts with or infringement of the rights of others with respect to anyProprietary Rights or with respect to any license of Proprietary Rights which are material to thebusiness of the Company.     (c) No action, suit, arbitration, or legal, administrative or other proceeding, orinvestigation is pending, or, to the best knowledge of the Company, threatened, which involves anyProprietary Rights, nor, to the best knowledge of the Company, is there any reasonable basistherefor.     (d) The Company is not subject to any judgment, order, writ, injunction or decree of any courtor any Federal, state, local, foreign or other governmental department, commission or board,domestic or foreign, or any arbitrator, and has not entered into or is not a party to any contractwhich restricts or impairs the use of any such Proprietary Rights in a manner which would have amaterial adverse effect on the use of any of the Proprietary Rights.     (e) The Company has not received written notice of any pending conflict with or infringementupon any third-party proprietary rights.
 

 
     (f) The Company has not entered into any consent, indemnification, forbearance to sue orsettlement agreement with respect to Proprietary Rights. No claims have been asserted by anyperson with respect to the validity of the Company’s ownership or right to use the ProprietaryRights and, to the best knowledge of the Company, there is no reasonable basis for any such claimto be successful.     (g) The Company has complied, in all material respects, with its obligations relating to theprotection of the Proprietary Rights which are material to the business of the Company pursuant tolicenses.     (h) To the best knowledge of the Company, no person is infringing on or violating theProprietary Rights.     **4.15 PERMITS**     The Company possesses and is operating in compliance with, all material licenses,certificates, consents, approvals and permits from all state, federal, foreign and other regulatoryagencies or bodies necessary to conduct the businesses now operated by it, and the Company has notreceived any notice of proceedings relating to revocation or modification of any such permit or anycircumstance which would lead it to believe that such proceedings are reasonably likely which,singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, wouldmaterially and adversely affect the financial condition or the earnings, assets or businessprospects of the Company.     **4.16 TAXES**     The Company has filed all tax returns required to be filed, which returns are true and correctin all material respects, and the Company is not in default in the payment of any taxes, includingpenalties and interest, assessments and fees, shown thereon due or otherwise assessed, other thanthose being contested in good faith and for which adequate reserves have been provided or thosecurrently payable without interest which were payable pursuant to said returns or any assessmentswith respect thereto.     **4.17 COMPLIANCE**     The Company has conducted, and is conducting, its business in compliance with all applicableFederal, state, local and foreign statutes, laws, rules and regulations, except where the failureto do so would not, singly or in the aggregate, have a material adverse effect on the financialcondition, earnings or assets, of the Company.     **4.18 INSURANCE**     The Company maintains insurance of the type and in the amount that the Company reasonablybelieves is adequate for its business, including, but not limited to, insurance covering all realand personal property owned or leased by the Company against theft, damage, destruction, acts ofvandalism and all other risks customarily insured against by similarly situated companies, all ofwhich insurance is in full force and effect.     **4.19 GOVERNMENTAL/ REGULATORY CONSENTS**     No registration, authorization, approval, qualification or consent with or required by anycourt or governmental/ regulatory authority or agency is necessary in connection with the executionand delivery of this Agreement or the offering, issuance or sale of the Shares under thisAgreement, except for the filings disclosed in this Agreement to be made with the SEC and the Amex.     **4.20 SECURITIES AND EXCHANGE COMMISSION FILINGS**     (a) The Company has timely filed with the SEC all documents required to be filed by theCompany under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
 

 
     (b) The information contained in the following documents (the “Company Documents”), is trueand correct in all material respects as of their respective filing dates and as of the date of thisAgreement: (i) the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2006; and  (ii) the Company’s Proxy Statement for its 2006 Annual Meeting of Stockholders.     (c) As of their respective filing dates, the Company Documents complied in all materialrespects with the requirements of the Exchange Act and the rules and regulations of the SECthereunder, and none of the Company Documents contained any untrue statement of a material fact oromitted to state a material fact required to be stated therein or necessary to make the statementsmade therein, in light of the circumstances in which they were made, not misleading.     **4.21 NO INTEGRATED OFFERING**     Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf,has directly or indirectly made any offers or sales in any security or solicited any offers to buyany security under circumstances that would require registration under the Securities Act of theissuance of the Shares to the Purchasers. The issuance of the Shares to the Purchasers will not beintegrated with any other issuance of the Company’s securities (past, current or future) forpurposes of the Securities Act or any applicable rules of the Amex. The Company will not make anyoffers or sales of any security that would cause the offering of the Shares to be integrated withany other offering of securities by the Company for purposes of any registration requirements underthe Securities Act or any applicable rules of the Amex.     **4.22 NO MANIPULATION OF STOCK**     The Company has not taken, and will not take, any action that might reasonably be expected tocause or result in unlawful manipulation of the price of the Common Stock to facilitate the sale ofthe Shares.     **4.23 RELATED PARTY TRANSACTIONS**     Except (a) as disclosed in the Company’s Form 10-K dated April 13, 2006, and (b) as set forthin the Virtue Family Agreement, the Company does not have any oral or written contracts,arrangements or other agreements with any officer, director or 5% or greater stockholder of theCompany or any affiliate of any such person.**5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASERS**     **5.1 SECURITIES LAW REPRESENTATIONS AND WARRANTIES**     Each Purchaser represents, warrants and covenants to the Company as follows:     (a) Such Purchaser has a preexisting business relationship with the Company and by reason ofhis business or financial experience has the capacity to protect his own interests in connectionwith purchase of the Shares.     (b) Such Purchaser is an “accredited investor” within the meaning of Rule 501 of Regulation Dpromulgated under the Securities Act and is knowledgeable, sophisticated and experienced in making,and is qualified to make, decisions with respect to investments in shares representing aninvestment decision like that involved in the purchase of the Shares, including investments insecurities issued by the Company. Such Purchaser has requested, received, reviewed and consideredall information deems relevant in making an informed decision to purchase the Shares.     (c) Such Purchaser is acquiring the Shares for his own account for investment only and, exceptas contemplated by this Agreement, has no present intention of distributing any of the Shares norany arrangement or
 

 
understanding with any other persons regarding the distribution of such Shares within themeaning of Section 2(11) of the Securities Act, other than as contemplated in Section 7 of thisAgreement.     (d) Such Purchaser has, in connection with its decision to purchase the Shares, relied solelyupon the representations and warranties of the Company contained in this Agreement, review of theCompany Documents and his own due diligence examination of the Company.     (e) Such Purchaser acknowledges that an investment in the Shares is a speculative investmentand has a high degree of risk. Such Purchaser acknowledges that he has had the opportunity toobtain and review all information from the Company necessary to make a reasonably informedinvestment decision and he has had all questions asked of the Company answered to his reasonablesatisfaction. Such Purchaser is able to bear the economic risk of an investment in the Shares.     **5.2 DUE EXECUTION, DELIVERY AND PERFORMANCE**     This Agreement has been duly executed and delivered by such Purchaser and constitutes a validand binding obligation of such Purchaser, enforceable against such Purchaser in accordance with itsterms.     **5.3 RESALES OF SHARES**     (a) Such Purchaser will not make any sale of the Shares without satisfying the requirements ofthe Securities Act and the Rules and Regulations, including, in the event of any resale under theRegistration Statement, the prospectus delivery requirements under the Securities Act, and suchPurchaser acknowledges and agrees that such Shares are not transferable on the books of the Companypursuant to a resale under the Registration Statement unless the stock certificate submitted to theCompany’s transfer agent evidencing the Shares is accompanied by a certificate from such Purchaserto the effect that (i) the Shares have been sold in accordance with the Registration Statement and(ii) the requirement of delivering a current prospectus has been satisfied.     (b) Such Purchaser will notify the Company promptly of the sale of any of the Shares, otherthan sales pursuant to a Registration Statement contemplated in Section 7 of this Agreement orsales upon termination of the transfer restrictions pursuant to Section 7 of this Agreement.**6. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.**     Notwithstanding any investigation made by any party to this Agreement, all covenants,agreements, representations and warranties made by the Company and the Purchasers in this Agreementshall survive the execution of this Agreement, the delivery to the Purchasers of the Shares beingpurchased and the payment therefor.**7. EXPENSES**     Except as otherwise expressly provided in this Agreement, the Company and the Purchasers shalleach pay their own respective fees and expenses (including, without limitation, the fees of anyattorneys, accountants or others engaged by such party) incurred in connection with thepreparation, negotiation, execution and performance of this Agreement and the transactionscontemplated hereby whether or not the transactions contemplated hereby are consummated.**8. ENTIRE AGREEMENT**     This Agreement constitutes the complete and exclusive statement of the terms of the agreementbetween the Company and the Purchasers with respect to sale and purchase of the Shares andsupersedes all prior agreements, understandings, promises, and arrangements, oral or written,between the parties with respect to the subject matter hereof.
 

 
**9. NOTICES**     All notices, requests, consents and other communications under this Agreement shall be inwriting, shall be mailed by first-class registered or certified airmail, confirmed facsimile ornationally recognized overnight express courier postage prepaid, and shall be delivered asaddressed as follows:     (a) if to the Company, to:Virco Mfg. Corporation