Exhibit
      10.1

    

      THIRD
        AMENDMENT OF FINANCING AGREEMENT

       

      THIS
        THIRD AMENDMENT OF THE FINANCING AGREEMENT, dated as of December 22, 2005
        (this
        "Amendment"),
        is by
        and among each of the lenders that from time to time is a party hereto (such
        lenders, each individually a "Lender"
        and
        collectively, the "Lenders"),
        Fortress Credit Corp., as administrative agent for the Lenders (in such
        capacity, together with its successors and assigns, if any, for the benefit
        of
        the Agents and the Lenders in such capacity, the "Administrative
        Agent"),
        Fortress Credit Corp., as collateral agent (in such capacity, together with
        its
        successors and assigns, if any, in such capacity, the "Collateral
        Agent",
        and
        together with the Administrative Agent, each an "Agent"
        and
        collectively the "Agents")
        and
        Modtech Holdings, Inc., a Delaware corporation (the "Parent"
        or
        "Borrower").
        

       

      RECITALS:

       

      WHEREAS,
        the parties hereto are parties to that certain Financing Agreement dated
        as of
        February 25, 2005 as amended by the First Amendment and Waiver, dated as
        of
        August 5, 2005 and as amended by the Second Amendment, dated as of
        September 19, 2005 (as so amended, the "Financing
        Agreement");

       

      WHEREAS,
        the Borrower has requested that the Lenders amend certain provisions of the
        Financing Agreement and the Lenders, subject to the terms and conditions
        set
        forth herein, are willing to grant such requests;

       

      NOW,
        THEREFORE, in consideration of the premises and of the mutual covenants herein
        contained, the parties hereto agree as follows:

       

      SECTION
        1.  Defined
        Terms. Unless
        otherwise defined herein, all capitalized terms used herein shall have the
        meanings given them in the Financing Agreement.

       

      SECTION
        2.  Amendments
        to the Financing Agreement.
        The
        Financing Agreement is, as of the Third Amendment Effective Date (as defined
        below), hereby amended as follows:

       

      1.  Section
        1.01 of the Financing Agreement (Definitions) is hereby amended by adding
        the
        following new definitions thereto in their appropriate alphabetical
        order:

       

      "Consolidated
        EBITDA"
        means,
        with respect to any Person and its Subsidiaries for any period, the Consolidated
        Net Income of such Persons for such period, plus (i) without duplication,
        the
        sum of the following amounts of such Persons for such period to the extent
        deducted in determining Consolidated Net Income of such Persons for such
        period:
        (A) Consolidated Net Interest Expense, (B) income tax expense, (C) depreciation
        expense and (D) amortization expense; provided, that for purposes of Sections
        7.03(b) and (d) Consolidated EBITDA shall be deemed to be Consolidated EBITDA
        for the 12 month period most recently ended; provided further that for purposes
        of Section 7.03(a), Consolidated EBITDA for
        the
        monthly periods ending January 2006 through December 2006 shall
        be
        deemed to be EBITDA
        calculated on a cumulative year-to-date basis and
        for
        all periods thereafter, Consolidated EBITDA shall be deemed to be Consolidated
        EBITDA for the 12 month period most recently ended.

       

      
        
          
          

        

        
          -1-

          
            

          

        

        
          
          

        

      

      "Third
        Amendment Effective Date"
        shall
        mean the date on which all of the  conditions
        precedent set forth in Section 3 thereof are satisfied.

       

      2.  Section
        2.03(e)
        is
        amended by deleting it in its entirety and replacing it with the following:
        The
        outstanding principal of the Term Loan shall be repayable (x) in a $1,000,000
        payment on January 1, 2006, (y) in consecutive monthly installments, on the
        first Business Day of each month of the calendar year commencing on February
        1,
        2006 and continuing thereafter until the Final Maturity Date, each in an
        amount
        equal to $333,333 and (z) in one final installment on the Final Maturity
        Date and shall be in the amount necessary to repay in full the unpaid principal
        amount of the Term Loans. 

       

      2.  Section
        7.03(a) (Minimum EBITDA) amended by deleting it in its entirety and replacing
        it
        with the following: Permit Consolidated EBITDA of the Parent for the month
        ending on the last day of the month set forth below to be less than the amount
        set forth opposite such date:

       

      
        	
                Fiscal
                  Month Ending:

              	
                Minimum
                  Consolidated EBITDA:

              
	
                January
                  2006

              	
                $1,875,000

              
	
                February
                  2006

              	
                $3,725,000

              
	
                March
                  2006

              	
                $6,100,000

              
	
                April
                  2006

              	
                $8,275,000

              
	
                May
                  2006

              	
                $10,450,000

              
	
                June
                  2006

              	
                $13,400,000

              
	
                July
                  2006

              	
                $15,650,000

              
	
                August
                  2006

              	
                $17,875,000

              
	
                September
                  2006

              	
                $21,000,000

              
	
                October
                  2006

              	
                $23,300,000

              
	
                November
                  2006

              	
                $25,650,000

              
	
                December
                  2006

              	
                $28,720,000

              
	
                January
                  2007

              	
                $28,900,000

              
	
                February
                  2007

              	
                $29,000,000

              
	
                March
                  2007

              	
                $29,200,000

              
	
                April
                  2007

              	
                $29,125,000

              
	
                May
                  2007

              	
                $29,000,000

              
	
                June
                  2007

              	
                $28,825,000

              
	
                July
                  2007

              	
                $28,475,000

              
	
                August
                  2007

              	
                $28,100,000

              
	
                September
                  2007

              	
                $27,500,000

              
	
                October
                  2007

              	
                $26,875,000

              
	
                November
                  2007

              	
                $26,175,000

              
	
                December
                  2007

              	
                $25,250,000

              
	
                January
                  2008

              	
                $24,900,000

              
	
                February
                  2008

              	
                $25,250,000

              


      

      


      
        
          
          

        

        
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      SECTION
        3.  Conditions
        Precedent to Effectiveness of Amendment.
        This
        Amendment shall become effective upon the date (the "Third
        Amendment Effective Date")
        when
        each of the following conditions have been satisfied:

       

      1.  Execution
        of Amendment.
        Borrower and each Lender shall have executed and delivered this Amendment
        (whether the same or different counterparts).

       

      2.  Amendment
        Fee.
        On or
        prior to the Third Amendment Effective Date, the Borrower shall pay to the
        Administrative Agent for the account of the Lenders, a non-refundable fee
        (the
        "Amendment
        Fee")
        equal
        to $500,000, which shall be deemed fully earned on the Third Amendment Effective
        Date. 

       

      3.  Representations
        and Warranties. Borrower shall have delivered an officer's certificate of
        an
        Authorized Officer certifying that the matters set forth Section 4 are true,
        correct and complete.

       

      SECTION
        4.  Representations
        and Warranties of Borrower.
        Borrower represents and warrants to the Lenders that the following statements
        are true, correct and complete as follows:

       

      1.  The
        representations and warranties contained in Section 6.01 of the Financing
        Agreement are true and correct in all material respects at and as of the
        date
        hereof as though made on and as of the date hereof.

       

      2.  Before
        and after giving effect to this Amendment, no Event of Default or Default
        is
        continuing.

       

      3.  The
        execution, delivery and performance of this Amendment has been duly authorized
        by all necessary action on the part of, and duly executed and delivered by,
        the
        Borrower and this Amendment is a legal, valid and binding obligation of the
        Borrower enforceable against the Borrower in accordance with its terms, except
        as the enforcement thereof may be subject to the effect of any applicable
        bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
        creditors' rights generally and general principles of equity (regardless
        of
        whether such enforcement is sought in a proceeding in equity or at
        law).

       

      4.  The
        execution, delivery and performance of this Amendment and the fulfillment
        of and
        compliance with the respective terms hereof by the Borrower does not and
        will
        not (a) conflict with or result in a breach of any term, condition or
        provision of or (b) require any authorization, consent, approval, exemption
        or other action by or notice to any Governmental Entity or any other Person
        pursuant to the Certificate of Incorporation or bylaws or memorandum and
        articles of association of Borrower, or any Law, statute, rule or regulation
        to
        which Borrower is subject, or any agreement to which Borrower is subject
        (other
        than those which have been obtained on or prior to the date
        hereof).

       

      5.  Borrower
        has obtained all necessary corporate, governmental, regulatory and other
        third
        party consents and approvals required in connection with its execution, delivery
        and performance of this Amendment and any other documents to be executed
        by
        Borrower pursuant hereto.

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

      SECTION
        5.  References
        to and Effect on the Financing Agreement.

       

      1.  On
        and
        after the Third Amendment Effective Date each reference in the Financing
        Agreement to "this Agreement," "hereunder," "hereof," "herein," or words
        of like
        import, and each reference to the Financing Agreement in the other documents
        (the "Ancillary
        Documents")
        delivered in connection with the Financing Agreement shall mean and be a
        reference to the Financing Agreement as amended hereby.

       

      2.  Except
        as
        specifically amended above, the Financing Agreement and all other Ancillary
        Documents shall remain in full force and effect and are hereby ratified and
        confirmed.

       

      3.  The
        execution, delivery and effectiveness of this Amendment shall not, except
        as
        expressly provided herein, operate as a waiver of any right, power or remedy
        of
        the holders of Loans under the Financing Agreement or the Ancillary
        Documents.

       

      4.  This
        Amendment shall be binding on the Borrower and the Lenders and shall inure
        to
        the benefit of the Borrower and the Lenders and the successors and assigns
        of
        the Lenders. 

       

      SECTION
        6.  Expenses.
        Borrower agrees to reimburse the Lenders upon demand for all expenses,
        reasonable fees of attorneys, and reasonable legal expenses, reasonably incurred
        by the Lenders in the review, preparation, negotiation and execution of this
        Amendment and any other document required to be furnished herewith, and in
        enforcing the obligations of the Borrower hereunder, which obligations of
        the
        Borrower shall survive any termination of the Financing Agreement.

       

      SECTION
        7.  Execution
        in Counterparts.
        This
        Amendment may be executed in counterparts, each of which when so executed
        and
        delivered shall be deemed to be an original and all of which taken together
        shall constitute but one and the same instrument. This Amendment shall be
        binding upon the respective parties hereto upon the execution and delivery
        of
        this Amendment by the Borrower and the Lenders. Delivery of an executed
        counterpart of a signature page of this Amendment by facsimile transmission
        shall be effective as delivery of a manually executed counterpart of this
        Amendment.

       

      SECTION
        8.  Release.
        Borrower does hereby release and forever discharge each of the Lenders and
        each
        affiliate thereof and each of their respective employees, officers, directors,
        trustees, agents, attorneys, successors, assigns or other representatives
        from
        any and all claims, demands, damages, actions, cross-actions, causes of action,
        costs and expenses (including legal expenses), of any kind or nature whatsoever,
        whether based on law or equity, which any of said parties has held or may
        now or
        in the future own or hold, whether known or unknown, for or because of any
        matter or thing done, omitted or suffered to be done on or before the actual
        date upon which this Amendment is signed by any of such parties (i) arising
        directly or indirectly out of the Financing Agreement or any other documents,
        instruments or any other transactions relating thereto and/or (ii) relating
        directly or indirectly to all transactions by and between the Borrower or
        its
        representatives and each Lender or any of their respective directors, officers,
        agents, employees, attorneys or other representatives. Such release, waiver,
        acquittal and discharge shall and does include, without limitation, any claims
        of usury, fraud, duress, misrepresentation, lender liability, control, calling
        of the Financing Agreement s into default, exercise of remedies and all similar
        items and claims, which may, or could be, asserted by the Borrower.

       

      SECTION
        9.  Governing
        Law.
        THIS
        AMENDMENT SHALL BE GOVERNED BY, AND BE CONSTRUED AND INTERPRETED IN ACCORDANCE
        WITH THE LAWS OF THE STATE OF NEW YORK.

       

      SECTION
        10.  Headings.
        Section
        headings in this Amendment are included herein for convenience of reference
        only
        and shall not constitute a part of this Amendment for any other
        purposes.

       

      *
        * * *
        *

      
         

        
          -4-

          
            

          

        

        
          
          

          
          

        

      



      IN
        WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
        executed by their respective officers thereunto duly authorized as of the
        date
        above first written.

       

      MODTECH
        HOLDINGS, INC.


      


      By:
        /s/ Dennis L. Shogren

      Its:
        CFO                               


      


      


      FORTRESS
        CREDIT CORP. 


      


      By:
        /s/ Constantine Dakolias

      Its:
        Chief Credit Officer       
 

      


      


      ABLECO
        FINANCE LLC, ON BEHALF OF ITSELF AND ITS AFFILIATE ASSIGNEES

      


      By:
        [Illegible]                                  


      Its:
        Vice
        President