MODTECH
      HOLDINGS, INC.

    


    2002
      EQUITY INCENTIVE PLAN

    (FKA
      2002
      Nonstatutory Stock Option Plan)

    


    Originally
      Approved August 6, 2002

    As
      Amended January 3, 2006 and June 13, 2006 

    


    


    1.           
      Purpose.
      The
      purpose of this Plan is to provide incentives to attract, retain and motivate
      eligible persons whose present and potential contributions are important to
      the
      success of the Company, its Parent and Subsidiaries, by offering them an
      opportunity to participate in the Company's future performance through grants
      of
      Options, Restricted Stock Awards, Restricted Stock Unit Awards, Stock Bonus
      Awards and Stock Appreciation Rights. Capitalized terms not defined in the
      text
      of this Plan are defined in Section 20.

    


    2.            
      Shares
      Subject to the Plan 

    


    2.1 Number
      of Shares Available.
      Subject
      to Sections 2.2 and 14, the total number of Shares reserved and available for
      grant and issuance pursuant to this Plan will be Two Million
      (2,000,000)1 
      Increased from 1 million Shares to reflect the authorization of an additional
      1
      million Shares for issuance under the Plan approved by the Company's
      stockholders on January 3, 2006.
      Shares
      and the maximum number of Shares that may be subject to all Awards granted
      to
      any one participant in any one fiscal year is 100,000. Shares that are subject
      to issuance upon exercise of an Award but cease to be subject to such Award
      for
      any reason other than exercise of such Award will again be available for grant
      and issuance in connection with future Awards under this Plan. At all times
      the
      Company shall reserve and keep available a sufficient number of Shares as shall
      be required to satisfy the requirements of all outstanding Awards granted under
      this Plan. 

    


    2.2
       Adjustment
      of Shares.
      In the
      event that the number of outstanding Shares is changed by a stock dividend,
      recapitalization, stock split, reverse stock split, subdivision, combination,
      reclassification or similar change in the capital structure of the Company
      without consideration, then (a) the number of Shares reserved for issuance
      under
      this Plan, and (b) the Exercise Price, of and number of Shares subject to,
      outstanding Awards will be proportionately adjusted, subject to any required
      action by the Board or the stockholders of the Company and compliance with
      applicable securities laws; provide, however, that fractions of a Share will
      not
      be issued but will either be replaced by a cash payment equal to the Fair Market
      Value of such fraction of a Share or will be rounded up to the nearest whole
      Share, as determined by the Committee. 

    


    3.            
      Eligibility.
      Awards
      may be granted to employees, officers, directors, consultants, independent
      contractors and advisors of the Company or any Parent or Subsidiary of the
      Company; provided such consultants, contractors, and advisors render bona fide
      services not in connection with the offer and sale of securities in a capital
      raising transaction.

    _____________

      1
        Increased from 1 million Shares to reflect the authorization of an additional
        1
        million Shares for issuance under the Plan approved by the Company's
        stockholders on January 3, 2006.



    
      
         

      

      
        1

        
          

        

      

      
         

      

    

    4.            
      Administration.

     

    4.1
      Committee
      Authority.
      This
      Plan will be administered by the Committee or by the Board acting as the
      Committee. Subject to the general purposes, terms and conditions of this Plan,
      and to the direction of the Board, the Committee will have full power to
      implement and carry out this Plan. Without limitation, the Committee will have
      the authority to: 

    


    
      
        
          	
                	(a)	
                  construe
                    and interpret this Plan, any Award Agreement and any other agreement
                    or
                    document executed pursuant to this
                    Plan;

                


        

      

    

    


    
      
        
          	
                	(b)	
                  prescribe,
                    amend and rescind rules and regulations relating to this
                    Plan;

                


        

      

    

    


    
      
        	
              	(c)	
                select
                  persons to receive Awards; 

              


      

    

    


    
      	
            	(d)	
              determine
                the form and terms of Awards;  

            


    

    


    
      
        	
              	(e)	
                grant
                  waivers of Plan or Award conditions;


              


      

    

    


    
      	
            	(f)	
              determine
                the vesting and exercisability of Awards;


            


    

    


    
      
        
          	
                	(g)	
                  correct
                    any defect, supply any omission or reconcile any inconsistency
                    in this
                    Plan, any Award or any Award Agreement; and


                


        

      

    

    


    
      
        
          	
                	(h)	
                  make
                    all other determinations necessary or advisable for the administration
                    of
                    this Plan. 

                


        

      

    

    


    4.2 Discretion.
      Any
      determination made by the Board or Committee with respect to any Award will
      be
      made in its sole discretion at the time of grant of the Award or, unless in
      contravention of any express term of this Plan or Award, at any later time,
      and
      such determination will be final and binding on the Company and on all persons
      having an interest in any Award under this Plan. 

    


    5.            
      Awards.
      All
      Awards granted shall be either Options, Restricted Stock Awards, Restricted
      Stock Unit Awards, Stock Bonus Awards or Stock Appreciation Rights. No other
      form of Award may be made under this Plan. The Committee will have the
      discretion to determine, the number of Shares subject to the Award, the Exercise
      Price of the Award, if any, the period during which the Award may be exercised,
      if required, and all other terms and conditions of the Award, subject to the
      following: 

    


    5.1 Options.
      All
      Options granted will be nonstatutory stock options, which are options not
      intended to satisfy the requirements of incentive stock options under Section
      422 of the Code, or comply with the requirements for employee stock purchase
      plans under Section 423 of the Code. 

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    5.2 Restricted
      Stock Awards & Restricted Stock Unit Awards.
      A
      Restricted Stock Award is a grant to a Participant of Shares where the Shares
      are subject to a risk of forfeiture or other restrictions that will lapse upon
      achievement of one or more goals relating to completion of service by the
      Participant or achievement of performance or other objectives, all as determined
      by the Committee and set forth in the Award Agreement ("Restricted
      Stock")
      A
      Restricted Stock Unit Award is a grant of a right to receive Shares in the
      future where the right to receive such Shares is subject to the same risk of
      forfeiture or other restrictions as set forth in the preceding sentence
      ("Restricted
      Stock Unit").
      The
      Committee may, in its sole discretion, require a Participant to pay a purchase
      price for the Restricted Stock. The Committee may provide for the lapse of
      the
      restrictions on the Restricted Stock or Restricted Unit in installments and
      may
      accelerate or waive such restrictions, in whole or in part, based on length
      of
      service, performance or such other factors or criteria as the Committee may
      determine.

    


    Unless
      the Award Agreement provides otherwise, holders of Shares of Restricted Stock
      shall have the right to vote such Shares and receive any dividends declared
      or
      paid with respect to such Shares; provided, however, that such dividends must
      be
      reinvested in Shares of Restricted Stock. All distributions made with respect
      to
      Restricted Stock as a result of any stock split, stock dividend, reverse stock
      split, merger, reorganization, combination of shares or other similar
      transaction shall be subject to the restrictions of the original Award
      Agreement.

    


    The
      Company may retain custody of any certificates evidencing Restricted Stock
      during the Restricted Period and the Participant may not sell, transfer, pledge,
      exchange, or otherwise dispose of Restricted Stock during the Restricted Period.
      

    


    Unless
      the Award Agreement provides otherwise, holders of a Restricted Stock Unit
      have
      no rights as stockholders of the Company as a result of such Restricted Stock
      Unit. 

    


    5.3 
      Stock
      Bonus Awards.
      A Stock
      Bonus Award is a grant of Shares or a right to receive Shares (which may consist
      of Restricted Stock) that is made upon the achievement of performance goals
      or
      other objectives during a specified period as set forth in the Award Agreement
      or that is contingent upon the achievement such goals or objectives. The
      Committee will determine the number of Shares to be awarded to the Participant
      and whether some or all of such Shares will be Restricted Stock. If the Stock
      Bonus Award is being earned upon the satisfaction of performance goals pursuant
      to the Award Agreement, then the Committee will determine: (a) the nature,
      length and starting date of any period during which performance is to be
      measured (the APerformance
      Period@)
      for
      each Stock Bonus Award; (b) the performance goals and criteria to be used to
      measure the performance, if any; (c) the number of Shares that may be awarded
      to
      the Participant, and (d) the extent to which such Stock Bonus Awards have been
      earned. Performance Periods may overlap and Participants may participate
      simultaneously with respect to Performance Based Awards that are subject to
      different Performance Periods and different performance goals and other
      criteria. The number of Shares may be fixed or may vary in accordance with
      such
      performance goals and criteria as may be determined by the Committee. The
      Committee may adjust the performance goals applicable to the Performance Based
      Stock Awards to take into account changes in law and accounting or tax rules
      and
      to make such adjustments as the Committee deems necessary or appropriate to
      reflect the impact of extraordinary or unusual items, events or circumstances
      to
      avoid windfalls or hardships. 

    


    
      
         

      

      
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    5.4 Stock
      Appreciation Rights.
      A Stock
      Appreciation Right is an Award that entitles the Participant to receive in
      cash
      or Shares value equal to or otherwise based on the excess of (a) the Fair Market
      Value of a specified number of Shares at the time of exercise over the Fair
      Market Value of such Shares on the date of the Award. Settlement of Stock
      Appreciation Rights may be made in Shares (valued at their Fair Market Value
      at
      the time of exercise), in cash, or in a combination thereof, as determined
      in
      the discretion of the Committee and set forth in the Award Agreement. Stock
      Appreciation Rights that may be settled all or partially in cash may have such
      additional provisions as the Committee deems necessary to comply with Section
      409A of the Code. 

    


    5.5 Form
      of Award Grant.
      Each
      Award granted under this Plan will be evidenced by a written Award Agreement,
      which will be in such form and contain such provisions (which need not be the
      same for each Participant) as the Committee may from time to time approve,
      and
      which will comply with and be subject to the terms and conditions of this Plan.
      

    


    5.6 Date
      of Grant.
      The
      date of grant of an Award will be the date on which the Committee makes the
      determination to grant such Award, unless otherwise specified by the Committee.
      The Award Agreement and a copy of this Plan will be delivered to the Participant
      within a reasonable time after the granting of the Award. 

    


    5.7 Vesting
      Period.
      Each
      Award will vest (which includes the lapsing of restrictions or risks of
      forfeiture) and become exercisable (to the extent the Award must be exercised)
      within the times or upon the events determined by the Committee as set forth
      in
      the Award Agreement governing the Award. The Committee may provide for Awards
      to
      vest at one time or from time to time, periodically or otherwise, in such number
      of Shares or percentage of Shares as the Committee determines. 

    


    5.8 Exercise
      Price.
      The
      Exercise Price of any Award that requires payment for Shares will be determined
      by the Committee when the Award is granted and may be not less than 100% of
      the
      Fair Market Value of the Shares on the date of grant, except in the case of
      a
      Restricted Stock Award or Restricted Stock Unit Award. Payment for the Shares
      purchased may be made in accordance with Section 6 of this Plan. 

    


    5.9 Method
      of Exercise.
      Awards
      that are subject to being exercised may be exercised only by delivery to the
      Company of a written exercise agreement (the AExercise
      Agreement@)
      in a
      form approved by the Committee (which need not be the same for each
      Participant), stating the number of Shares being purchased, the restrictions
      imposed on the Shares purchased under such Exercise Agreement, if any, and
      such
      representations and agreements regarding the Participant's investment intent
      and
      access to information and other matters, if any, as may be required or desirable
      by the Company to comply with applicable securities laws and the terms of the
      Award Agreement, together with payment in full of the Exercise Price for the
      number of Shares being purchased. 

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    5.10 Performance-Based
      Compensation.
      From
      and after the date on which compensation paid pursuant to the Plan becomes
      subject to the deduction limitation of Section 162(m) of the Code, the Committee
      may designate whether any Award is intended to be "performance-based
      compensation" as that term is used in Section 162(m). Any Award that is
      designated as intended to be "performance-based compensation" shall be
      conditioned on achievement of any one or more of the following Performance
      Measures: (a) earnings or earnings per share (whether on a pre-tax, after tax,
      operational or other basis), (b) return on equity, (c) return on assets or
      net
      assets, (d) return on capital or invested capital and other related financial
      measures, (e) cash flow, (f) revenues, (g) income or operating income, (h)
      expenses or expense levels, (i) one or more operating ratios, (j) stock price,
      (k) total stockholder return, (l) market share, (m) operating profit, (n) profit
      margin, (o) capital expenditures, (p) net borrowing, debt leverage levels,
      (q)
      the accomplishment of mergers, acquisitions, dispositions, public offerings,
      or
      similar extraordinary business transactions, (r) net asset value per share,
      (s)
      sales growth (in general, by type of product, by type of customer or otherwise),
      (t) asset growth, (u) cost or expense reductions, (v) introduction or conversion
      of product brands, (w) achievement of specified management business objectives,
      or (x) economic value added. Performance Measures may be stated either on an
      absolute or relative basis , may include positive results, maintaining the
      status quo or limiting economic losses, and may be based on the performance
      of
      an individual Participant, the Company as a whole, or any Parent, Subsidiary,
      division, department, region, function or business unit of the Company in which
      the Participant is employed. 

    


    For
      Awards intended to be "performance-based compensation" under Section 162(m)
      of
      the Code, the grant of the Awards and the establishment of the Performance
      Measures shall be made during the period required under such Code section.
      

    


    Awards
      that are intended to be conditioned upon achievement of one or more Performance
      Measures may not be adjusted upward, but the Committee may adjust the Awards
      downward to the extent provided in the Award Agreement. The Committee may not
      change the Performance Measures without stockholder approval, unless permitted
      under applicable laws and regulations. 

    


    5.11 Termination.
      Except
      as otherwise determined by the Committee and set forth in the Award Agreement:
      

    


    
      	 	
              (a)

            	
              If
                a Participant with a Stock Bonus Award is terminated during a Performance
                Period for any reason, then such Participant will be entitled to
                payment
                with respect to a Stock Bonus Award only to the extent earned as
                of the
                date of Termination in accordance with the Award Agreement.
                

            


    

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    
      	 	
              (b)

            	
              If
                the Participant is Terminated for any reason except death, Disability
                or
                Cause, then the Participant may exercise their Award, if such Award
                requires exercise, by the Participant, no later than three (3) months
                after the Termination Date, but only to the extent that such Award
                would
                have been exercisable upon the Termination Date, and in any event,
                no
                later than the expiration date of the Award. In the case of a Restricted
                Stock Award or Restricted Stock Unit Award, the right to any Shares
                that
                are still subject to a risk of forfeiture or other restrictions shall
                immediately terminate. The Participant shall have no further rights
                with
                respect to the unvested Shares of Restricted Stock including, without
                limitation, the right to vote the Shares or receive dividends with
                respect
                to the Shares.

            


    

    


    
      	 	
              (c)

            	
              If
                the Participant is Terminated because of the Participant's death
                or
                Disability (or the Participant dies within three (3) months after
                a
                Termination other than because of the Participant's death or disability),
                then (i)the Participant's Award may be exercised only to the extent
                that
                such Award would have been exercisable by the Participant on the
                Termination Date and must be exercised by the Participant (or the
                Participant's legal representative or authorized assignee) no later
                than
                twelve (12) months after the Termination Date, but in any event no
                later
                than the expiration date of the Award, and (ii) Restricted Stock
                Awards
                and Restricted Stock Unit Awards shall fully vest on the date of
                death or
                Disability if vesting is based solely on continued service, but if
                vesting
                is based in whole or in part on performance, Restricted Stock Awards
                and
                Restricted Stock Unit Awards shall be immediately terminated to the
                extent
                not yet vested. 

            


    

    


    
      	 	
              (d)

            	
              Notwithstanding
                (a), (b) and (c) above, if the Participant is Terminated for Cause,
                any
                Award not vested in full (and fully exercised if subject to being
                exercised) prior to such termination will be deemed automatically
                canceled
                and may not further vest or be further exercised on or after the
                Termination Date. The Committee may, in its discretion, waive the
                provisions of this paragraph (d) and allow the Participant to exercise
                the
                Award to the extent vested on the Termination Date until the earlier
                of
                the expiration of the Award or 30 days after the Termination Date.
                

            


    

    


    5.12 Limitations
      on Exercise.
      The
      Committee may specify a reasonable minimum number of Shares that must be
      purchased on any exercise of an Award provided that such minimum number will
      not
      prevent the Participant from exercising the Award for the full number of Shares
      for which it is then exercisable. 

    


    5.13 Modification.
      Extension or Renewal.
      The
      Committee may modify, extend or renew outstanding Awards and authorize the
      grant
      of new Awards in substitution therefor, provided that any such action may not,
      without the written consent of a Participant, impair any of such Participant's
      rights under any Award previously granted. The Committee may reduce the Exercise
      Price, if any, of outstanding Awards without the consent of the Participants
      affected by a written notice to them; provided, however that the Exercise Price
      may not be reduced below the minimum Exercise Price that would be permitted
      under Section 5.8 of this Plan for Awards granted on the date the action is
      taken to reduce the Exercise Price. 

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    6.            
      Payment
      for Share Purchases.

     

    6.1 Payment.
      Payment
      for Shares purchased pursuant to this Plan may be made in cash (by check) or,
      where expressly approved for the Participant by the Committee and where
      permitted by law: 

    
      


      
        	 	
                (a)

              	
                by
                  cancellation of indebtedness of the Company to the Participant;
                  

              


      

       

    

    
      	 	
              (b)

            	
              by
                surrender of shares of common stock of the Company that are acceptable
                to
                the Committee;

            


    

    


    
      	 	
              (c)

            	
              by
                tender of a full recourse promissory note having such terms, including
                security for the note, as the Committee may determine, or as may
                be
                required by law; 

            


    

    


    
      	 	
              (d)

            	
              by
                waiver of compensation due or accrued to the Participant for services
                rendered; 

            


    

    


    
      	 	
              (e)

            	
              provided
                that a public market for the Company's stock exists:
                

            


    

    


    
      	 	
              (1)

            	
              through
                a Asame
                day sale@
                commitment from the Participant and a broker-dealer that is a member
                of
                the National Association of Securities Dealers (an ANASD
                Dealer@)
                whereby the Participant irrevocably elects to exercise the Award
                and to
                sell a portion of the Shares so purchased to pay for the Exercise
                Price,
                and whereby the NASD Dealer irrevocably commits upon receipt of such
                Shares to forward the Exercise Price directly to the Company; or
                

            


    

    


    
      	 	
              (2)

            	
              through
                a Amargin@
                commitment from the Participant and a NASD Dealer whereby the Participant
                irrevocably elects to exercise the Award and to pledge the Shares
                so
                purchased to the NASD Dealer in a margin account as security for
                a loan
                from the NASD Dealer in the amount of the Exercise Price, and whereby
                the
                NASD Dealer irrevocably commits upon receipt of such Shares to forward
                the
                Exercise Price directly to the Company; or


            


    

    
      


      
        	 	
                (f)

              	
                by
                  any combination of the foregoing, or by such other method as is
                  approved
                  by the Committee and otherwise permitted by
                  law.

              


      

    

    


    
      
         

      

      
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    6.2 Loan
      Guarantees.
      The
      Committee may help the Participant pay for Shares purchased under this Plan
      by
      authorizing a guarantee by the Company of a third-party loan to the Participant.
      

    


    7.            
      Withholding
      Taxes.

     

    7.1 Withholding
      Generally.
      Whenever Shares are to be issued in satisfaction of Awards granted under this
      Plan, the Company may require the Participant to remit to the Company an amount
      sufficient to satisfy federal, state, and local withholding tax requirements
      prior to the delivery of any certificate or certificates for such Shares.


    


    7.2 Stock
      Withholding.
      When,
      under applicable tax laws, a Participant incurs tax liability in connection
      with
      the exercise or vesting of any Award that is subject to tax withholding and
      the
      Participant is obligated to pay the Company the amount required to be withheld,
      the Committee may allow the Participant to satisfy the minimum withholding
      tax
      obligation by electing to have the Company withhold from the Shares to be issued
      that number of Shares having a Fair Market Value equal to the minimum amount
      required to be withheld, determined on the date that the amount of tax to be
      withheld is to be determined. All elections by a Participant to have Shares
      withheld for this purpose will be made in writing in a form acceptable to the
      Committee and will be subject to such additional restrictions as the Committee
      may elect to impose.

    


    8.            
      Rights
      as a Stockholder.
      No
      Participant will have any of the rights of a stockholder with respect to any
      Shares until the Shares are issued to the Participant. No adjustment shall
      be
      made for dividends or distributions or other rights for which the record date
      is
      prior to the date such certificate or certificates are issued, except as
      provided in Section 2.2 above.

    


    9.            
      Transferability.
      Awards
      granted under this Plan, and any interest therein, will not be transferable
      or
      assignable by any Participant, and may not be made subject to execution,
      attachment or similar process, otherwise than by will or by the laws of descent
      and distribution or as consistent with the specific Plan and Award Agreement
      provisions relating thereto. During the lifetime of a Participant, the Award
      will be exercisable only by the Participant, and any elections with respect
      to
      the Award, may be made only by the Participant. 

    


    10.            
      Certificates.
      All
      certificates for Shares delivered under this Plan will be subject to such stock
      transfer orders, legends and other restrictions as the Committee may deem
      necessary or advisable, including restrictions under any applicable federal,
      state or foreign securities law, or any rules, regulations and other
      requirements of the SEC or any stock exchange or automated quotation system
      upon
      which the Shares may be listed or quoted. 

    


    11.            
      Exchange
      of Awards.
      The
      Committee may, at any time or from time to time with the consent of the
      respective Participants issue new Awards in exchange for the surrender and
      cancellation of existing Awards. The Committee may at any time buy from a
      Participant an Award previously granted with payment in cash, Shares or other
      consideration, based on such terms and conditions as the Committee and the
      Participant may agree. 

    


    
      
         

      

      
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    12.            
      Securities
      Law and Other Regulatory Compliance.
      An
      Award will not be effective unless such Award is in compliance with all
      applicable federal and state securities laws, rules and regulations of any
      governmental body, and the requirements of any stock exchange or automated
      quotation system upon which the Shares may then be listed or quoted, as they
      are
      in effect on the date of grant of the Award and also on the date of exercise
      or
      other issuance. Notwithstanding any other provision in this Plan, the Company
      will have no obligation to issue or deliver certificates for Shares under this
      Plan prior to: (a) obtaining any approvals from governmental agencies that
      the
      Company determines are necessary or advisable; and/or (b) completion of any
      registration or other qualification of such Shares under any state or federal
      law or ruling of any governmental body that the Company determines to be
      necessary or advisable.

    


    13.            
      No
      Obligation to Employ.
      Nothing
      in this Plan or any Award granted under this Plan will confer or be deemed
      to
      confer on any Participant any right to continue in the employ of, or to continue
      any other relationship with, the Company or any Parent or Subsidiary of the
      Company or limit in any way the right of the Company or any Parent or Subsidiary
      of the Company to terminate any Participant's employment or other relationship
      at any time, with or without cause. 

    


    14.            
      Corporate
      Transactions.

     

     
14
      .1 Acceleration;
      Assumption or Replacement of Awards by Successor.
      Unless
      assumed, converted or replaced as provided for below, each Award outstanding
      at
      the time of a Corporate Transaction that is not otherwise fully vested shall
      automatically accelerate so that each such Award shall, immediately prior to
      the
      effective date of the Corporate Transaction, become exercisable for all of
      the
      Shares at the time subject to that Award. An outstanding Award shall not so
      accelerate if and to the extent: (i) such Award is, in connection with the
      Corporate Transaction, assumed, converted or replaced or otherwise continued
      in
      full force and effect by the successor corporation (or parent thereof) pursuant
      to the terms of the Corporate Transaction, (ii) such Award is replaced with
      a
      cash incentive program of the successor corporation which preserves the spread
      existing at the time of the Corporate Transaction on the Shares for which the
      Award is not otherwise at that time exercisable and provides for subsequent
      payout in accordance with the same vesting schedule applicable to those Shares
      or (iii) the acceleration of such Award is subject to other limitations imposed
      by the Committee at the time of it was granted. Immediately following the
      consummation of the Corporate Transaction, all outstanding Awards shall
      terminate and cease to be outstanding, except to the extent assumed by the
      successor corporation (or parent thereof) or otherwise expressly continued
      in
      full force and effect pursuant to the terms of the Corporate Transaction. Each
      Award which is assumed in connection with a Corporate Transaction shall be
      appropriately adjusted, immediately after such Corporate Transaction, to apply
      to the number and class of securities which would have been issuable to the
      Participant in consummation of such Corporate Transaction had the Award been
      exercised immediately prior to such Corporate Transaction. Appropriate
      adjustments to reflect such Corporate Transaction shall also be made to (i)
      the
      Exercise Price payable per Share under each outstanding Award, provided the
      aggregate Exercise Price payable for such securities shall remain the same,
      and
      (ii) the maximum number and/or class of securities available for issuance over
      the remaining term of the Plan. The Committee may at any time provide that
      one
      or more Awards will automatically accelerate in connection with a Corporate
      Transaction, whether or not those Awards are assumed or otherwise continued
      in
      full force and effect pursuant to the terms of the Corporate Transaction. Any
      such Award shall accordingly become exercisable, immediately prior to the
      effective date of such Corporate Transaction, for all of the Shares at the
      time
      subject to that Award. 

    


    
      
         

      

      
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     14.2 Other
      Treatment of Awards.
      Subject
      to any greater rights granted to the Participants under the foregoing provisions
      of this Section 14, in the event of the occurrence of any transaction described
      in Section 14.1, any outstanding Awards will be treated as provided in the
      applicable agreement or plan of merger, consolidation, dissolution, liquidation,
      sale of assets or other Acorporate
      transaction.@

     

     14.3 Assumption
      of Awards by the Company.
      The
      Company, from time to time, also may substitute or assume outstanding awards
      granted by another company, whether in connection with an acquisition of such
      other company or otherwise, by either; (a) granting an Award under this Plan
      in
      substitution of such other company's award; or (b) assuming such award as if
      it
      had been granted under this Plan if the terms of such assumed award could be
      applied to an Award granted under this Plan. Such substitution or assumption
      will be permissible if the holder of the substituted or assumed award would
      have
      been eligible to be granted an Award under this Plan if the other company had
      applied the rules of this Plan to such grant. In the event the Company assumes
      an award granted by another company, the terms and conditions of such award
      will
      remain unchanged (except that the exercise price and the number and nature
      of
      Shares issuable upon exercise of any such award will be adjusted appropriately).
      In the event the Company elects to grant a new Award rather than assuming an
      existing award, such new Award may be granted with a similarly adjusted Exercise
      Price.

    


    15.            
      Adoption
      and Stockholder Approval.
      This
      Plan was adopted by the Board effective as of March 5, 2002. The Board may
      at
      its discretion seek stockholder approval of this Plan, if it determines that
      such approval is required by law, The Nasdaq Stock Market Marketplace Rules,
      or
      is otherwise necessary or desirable. 

     

    16.            
      Term
      of Plan.
      The
      Plan shall be unlimited in duration and, in the event of Plan termination,
      shall
      remain in effect as long as any Awards under it are outstanding.

    


    17.            
      Amendment
      or Termination of Plan.
      The
      Board may at any time terminate or amend the Plan without the approval of the
      stockholders of the Company, unless such approval is required by law (including
      Section 16(b) of the Exchange Act), The Nasdaq Market Marketplace Rules, or
      otherwise. Notwithstanding the foregoing, no amendment or termination may,
      in
      the absence of written consent by the affected Participant (or, if the
      Participant is not then living, the affected beneficiary), adversely affect
      the
      rights of any Participant or beneficiary under any Award granted under the
      Plan
      prior to the date such amendment or termination is adopted by the Board;
      provided that adjustments pursuant to Section 2.2 and 14 shall not require
      the
      consent of any Participant.

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    18.            
      Nonexclusivity
      of the Plan.
      Neither
      the adoption of this Plan by the Board, the submission of this Plan to the
      stockholders of the Company for approval, nor any provision of this Plan will
      be
      construed as creating any limitations on the power of the Board to adopt such
      additional compensation arrangements as it may deem desirable, including,
      without limitation, the granting of stock options and bonuses otherwise than
      under this Plan, and such arrangements may be either generally applicable or
      applicable only in specific cases.  

    


    19.            
      Section
      409A.
      Any
      Award that is subject to Section 409A of the Code and does not comply with
      the
      provisions thereof necessary to avoid the imposition of taxes, penalties and
      interest under such section shall be deemed amended to the minimum extent
      necessary to comply with such provisions, unless the Committee, at the time
      of
      grant, specifically provides that the Award is not intended to comply with
      Section 409A of the Code.

    


    20.            
      Definitions.   

    


    AAward@
      means
      any award granted under this Plan, including any Option, Restricted Stock Award
      or Stock Bonus Award. 

    


    AAward
      Agreement@
      means,
      with respect to each Award, the signed written agreement between the Company
      and
      the Participant setting forth the terms and conditions of the Award.


    


    ABoard@
      means
      the Board of Directors of the Company. 

    


    ACode@
      means
      the Internal Revenue Code of 1986, as amended. 

    


    "Cause"
      means a
      finding by the Committee of acts or omissions constituting, in the Committee’s
      reasonable judgment, (a) a breach of duty by the Participant in the course
      of
      his employment involving fraud, acts of dishonesty (other than inadvertent
      acts
      or omissions), disloyalty to the Company, or moral turpitude constituting
      criminal felony; (b) conduct by the Participant that is materially detrimental
      to the Company, monetarily or otherwise, or reflects unfavorably on the Company
      or the Participant to such an extent that the Company’s best interests
      reasonably require the termination of the Participant’s employment; (c) acts or
      omissions of the Participant materially in violation of his obligations under
      any written employment or other agreement between the Participant.

    


    ACommittee@
      means a
      committee of the Board comprised of two or more Anon-employee
      directors@
      within
      the meaning of Rule 16b-3 of the Exchange Act appointed to administer this
      Plan,
      or if no such committee is appointed, the Board. The Committee may consist
      of
      persons who are not Anon-employee
      directors@
      within
      the meaning of Rule 16b-3 if the Awards are approved by the Board or
      stockholders, or if the Awards may not be exercised for at least 6 months from
      the date of grant. During all times that the Company is subject to Section
      16 of
      the Exchange Act, the Company will take appropriate steps to comply with the
      administration requirements of Section 16(b) of the Exchange Act. 

    


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    ACompany@
      means
      Modtech Holdings, Inc., a Delaware corporation, or any successor corporation.
      

    


    "Corporate
      Transaction”
      means:

    


    
      	 	
              (a)

            	
              a
                merger or consolidation in which securities possessing more than
                fifty
                percent (50%) of the total combined voting power of the outstanding
                securities of the Company are transferred to a person or persons
                different
                from the person or persons holding those securities immediately prior
                to
                such transaction, or

            


    

    


    
      	 	
              (b)

            	
              the
                sale, transfer or other disposition of all or substantially all of
                the
                assets of the Company in complete liquidation or dissolution of the
                Company.

            


    

    


    ADisability@
      means a
      disability, whether temporary or permanent, partial or total, within the meaning
      of Section 22(e) (3) of the Code, as determined by the Committee. 

     

    AExchange
      Act@
      means
      the Securities Exchange Act of 1934, as amended. 

    


    "Exercise
      Agreement"
      is
      defined in Section 5.9 above. 

    


    AExercise
      Price@
      means
      the price at which a holder of an Award may purchase the Shares issuable upon
      exercise of the Award. 

    


    AFair
      Market Value@
      means,
      as of any date, the value of a share of the Company's Common Stock determined
      as
      follows: 

    


    
      	 	
              (a)

            	
              if
                such Common Stock is then quoted on the Nasdaq National Market, its
                closing price on the Nasdaq National Market on the date of determination
                (if such day is a trading day), and, if such date of determination
                is not
                a trading day, then on the last trading day prior to the date of
                determination;

            


    

    


    
      	 	
              (b)

            	
              if
                such Common Stock is publicly traded and is then listed on a national
                securities exchange, its closing price on the last trading day prior
                to
                the date of determination on the principal national securities exchange
                on
                which the Common Stock is listed or admitted to
                trading;

            


    

    


    
      	 	
              (c)

            	
              if
                such Common Stock is publicly traded but is not quoted on the Nasdaq
                National Market nor listed or admitted to trading on a national securities
                exchange, the average of the closing bid and asked prices on the
                last
                trading day prior to the date of determination; or
                

            


    

    
      


      
        
           

        

        
          12

          
            

          

        

        
           

        

      

      
        	 	
                (d)

              	
                if
                  none of the foregoing is applicable, by the Committee in good faith.
                  

              


      

       

    

    AOption@
      means an
      Award of an option to purchase Shares pursuant to Section 5.1.

    


    AParent@
      means
      any corporation (other than the Company) in an unbroken chain of corporations
      ending with the Company, if at the time of the granting of an Award under this
      Plan, each of such corporations other than the Company owns stock possessing
      50%
      or more of the total combined voting power of all classes of stock in one of
      the
      other corporations in such chain. 

    


    AParticipant@
      means a
      person who receives an Award under this Plan. 

    


    "Performance
      Measures" are
      those
      standards set forth in Section 5.10 on which Awards of "performance-based
      compensation" as defined in Section 162(m) of the Code must be based.


    


    “Performance
      Period”
is
      defined in Section 5.3. 

    


    APlan@
      means
      this Modtech Holdings, Inc. 2002 Equity Compensation Plan, as amended from
      time
      to time. 

    


    "Restricted
      Period" means
      the
      period established by the Committee with respect to a Restricted Stock Award
      or
      Restricted Stock Unit Award during which the Award remains subject to forfeiture
      or other restrictions.

    


    "Restricted
      Stock" means
      Shares that are subject to a risk of forfeiture or other restrictions that
      will
      lapse upon the occurrence of an event or passage of time, or both, as set forth
      in Section 5.2.

    


    "Restricted
      Stock Award"
      means an
      Award of Restricted Stock pursuant to Section 5.2.

    "Restricted
      Stock Unit"
      means
      the right to acquire Shares which right is subject to a risk of forfeiture
      or
      other restrictions that will lapse upon the occurrence of an event or passage
      of
      time, or both, as set forth in Section 5.2

    


    "Restricted
      Stock Unit Award"
      means an
      Award of Restricted Stock Units pursuant to Section 5.2.

    


    ASEC@
      means
      the Securities and Exchange Commission. 

    


    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    ASecurities
      Act@
      means
      the Securities Act of 1933, as amended. 

    


    AShares@
      means
      shares of the Company's Common Stock and any successor security. 

    "Stock
      Appreciation Rights"
      means an
      Award pursuant to Section 5.4.

    


    "Stock
      Bonus Award" means
      an
      Award of Shares pursuant to Section 5.3.

    


    ASubsidiary@
      means
      any corporation (other than the Company) in an unbroken chain of corporations
      beginning with the Company if, at the time of granting of the Award, each of
      the
      corporations other than the last corporation in the unbroken chain owns stock
      possessing 50% or more of the total combined voting power of all classes of
      stock in one of the other corporations in such chain.

    


     ATermination@
      or
ATerminated@
      means,
      for purposes of this Plan with respect to a Participant, that the Participant
      has for any reason ceased to provide services as an employee, director,
      consultant, independent contractor or advisor to the Company or a Parent or
      Subsidiary of the Company, except in the case of sick leave, military leave,
      or
      any other leave of absence approved by the Committee, provided that such leave
      is for a period of not more than ninety (90) days, or reinstatement upon the
      expiration of such leave is guaranteed by contract or statute. The Committee
      will have sole discretion to determine whether a Participant has ceased to
      provide services and the effective date on which the Participant ceased to
      provide services (the ATermination
      Date@).
      

    
      
         

      

      
        14