AMENDMENT TO NOTE PURCHASE AGREEMENT

AMENDMENT   AGREEMENT (this " Amendment "), dated as of March 31, 2006, by and among Modtech Holdings, Inc. , a Delaware corporation, with headquarters located at 2830 Barrett Avenue, Perris, California 92571 (the " Company ") and Amphora Limited (the " Investor ").

A.   The Company and the Investor entered into that certain Securities Purchase Agreement, dated as of December 31, 2004, as amended (the " Securities Purchase Agreement "), pursuant to which, among other things, the Investor purchased from the Company an Amended and Restated Senior Secured Convertible Note dated as of August 5, 2005 (the " Note "), which is convertible into shares of the Company's common stock, par value $0.01 per share (the " Common Stock "), in accordance with the terms thereof.

B.   The Company and the Investor desire to enter into this Amendment pursuant to which the Note shall be amended to revise certain terms and conditions set forth therein.

C.   Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to them in the Note.

NOW, THEREFORE , in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the Company and the Investors hereby agree as follows:

(a)   Section 9 of the Note is hereby amended and restated to read in its entirety as follows:

(a)   The Holder shall have the right, in its sole discretion to require that the Company redeem a portion of this Note (a " Holder Optional Redemption ") by delivering written notice thereof (a " Holder Optional Redemption Notice " and, collectively with the Event of Default Redemption Notice, the Change of Control Redemption Notice and the Mandatory Redemption Notice, the " Redemption Notices " and each a " Redemption Notice ") to the Company no later than the August 8 ^th prior to any Optional Redemption Date. The Holder Optional Redemption Notice shall indicate the Conversion Amount the Holder is electing to have redeemed on such Optional Redemption Date (the " Holder Optional Redemption Amount "); provided, however, that such Holder Optional Redemption Amount indicated shall not exceed the applicable Optional Redemption Amount. The portion of this Note subject to redemption pursuant to this Section 9(a) shall be redeemed by the Company in cash at a price equal to the Conversion Amount being redeemed (the " Holder Optional Redemption Price " and, collectively with the Event of Default Redemption Price, the Change of Control Redemption Price and the Mandatory Redemption Price, the " Redemption Prices " and, each a " Redemption   Price "); provided, however, that, only with respect to the First Optional Redemption Date and the Second Optional Redemption Date, in the event the Company is prohibited by the terms of the Current Credit Facility and/or the Intercreditor Agreement to redeem in cash (and the Company has not otherwise received any necessary consent of the requisite parties thereunder to take such action) all or any portion of the Holder Optional Redemption Amount (such amount not able to be redeemed, the " Optional Redemption Shortfall Amount "), the Company may, at its option, and so long as the Equity Conditions shall have been satisfied (or waived in writing by the Holder) during the period from and including the Company Conversion Notice Due Date through and including the applicable Optional Redemption Date, satisfy its obligations under this Section 9 with respect to the redemption of all or any portion of such Optional Redemption Shortfall Amount by delivery of shares of Common Stock to the Holder (the " Company Conversion Option "). If the Company exercises the Company Conversion Option, it shall deliver to the Holder an irrevocable notice (the " Company Conversion Notice ") no later than the August 15 ^th prior to the applicable Optional Redemption Date (the " Company Conversion Notice Due Date ") (A) stating that the Company is exercising such conversion option, (B) stating the portion of the Optional Redemption Shortfall Amount that is the subject of the Company Conversion Option (the " Company Conversion Amount ") and (C) only with respect to the First Optional Redemption Date and the Second Optional Redemption Date, certifying that the applicable condition set forth in Section 4.3(d) of the Intercreditor Agreement has not been met (the " Intercreditor Condition "). In the event that the Intercreditor Condition has not been met, unless the Company has in good faith determined that such failure to meet the Intercreditor Condition does not constitute material, nonpublic information relating to the Company and its Subsidiaries, the Company shall, prior to or contemporaneously with the delivery of the relevant Company Conversion Notice, make publicly available (on a Current Report on Form 8-K or otherwise) the fact that such condition has not been met for the applicable Optional Redemption Date. If the Company determines that no public disclosure is required pursuant to the foregoing sentence, the Holder shall be allowed to presume that such failure to meet the Intercreditor Condition does not constitute material, nonpublic information relating to the Company and its Subsidiaries. On the day immediately following the last day of the Company Conversion Measuring Period, the Company shall provide notice to the Holder of the applicable Company Conversion Price. Any Company Conversion Amount shall be converted as of the applicable Optional Redemption Date by dividing such Company Conversion Amount by the Company Conversion Price.

(b)   In the event there is an Optional Redemption Shortfall Amount and the Equity Conditions shall not have been satisfied as required (or waived), the Holder may, at its option, require the Company to convert all or any portion of the Optional Redemption Shortfall Amount (such amount, the " Holder Optional Conversion Amount ") on the applicable Optional Redemption Date by delivering shares of Common Stock to the Holder (the " Holder Optional Conversion Option "). The Holder shall state in each Holder Optional Redemption Notice delivered at any time when the Holder is electing the Holder Optional Conversion Option whether such Holder will exercise the Holder Optional Conversion Option in the event there is an Optional Redemption Shortfall Amount. Any Holder Optional Conversion Amount shall be converted as of the applicable Optional Redemption Date by dividing such Holder Optional Conversion Amount by the Company Conversion Price.

(c)   Redemptions required by this Section 9 shall be made in accordance with the provisions of Section 13 and any conversions required by this Section upon election by the Company of the Company Conversion Option or the Holder of the Holder Optional Conversion Option shall be made in accordance with the provisions of Section 3(c). Notwithstanding anything to the contrary in this Section 9, but subject to Section 3(d), until the Holder receives the Redemption Price and/or the shares deliverable in connection with any Company Conversion Amount or Holder Optional Conversion Amount, the Holder Optional Redemption Amount may be converted, in whole or in part, by the Holder into Common Stock pursuant to Section 3, and any such conversion shall reduce the Holder Optional Redemption Amount in the manner set forth by the Holder in the applicable Conversion Notice."

(b)   Section 15(e) of the Note is hereby amended and restated to read in its entirety as follows:

"(e)     Financial Covenants . On and after February 1, 2006, the Company shall satisfy or otherwise comply with each of the financial covenants set forth in the Exhibit II hereto in each calendar month. The Company shall (i) provide to the Holder a certificate certifying compliance with these financial covenants, contemporaneously with the delivery of any similar compliance certificate the Co