1

                                   EXHIBIT 1

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                             [Modtech Holdings Logo]

COMMON STOCK                                                       COMMON STOCK

Number                                                                Shares
- ------------                                                       -------------
LS
- ------------                                                       -------------


                             MODTECH HOLDINGS, INC.
              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE


                                                       SEE REVERSE FOR STATEMENT
                                                        OF RIGHTS, PREFERENCES
                                                      PRIVLEGES AND RESTRICTIONS
                                                          CUSIP 60783C 1009

THIS CERTIFIES THAT





IS THE OWNER OF


  FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $.01 PAR VALUE, OF


                             MODTECH HOLDINGS, INC.

transferable on the books of the Corporation by the holder hereof in
person or by duly authorized attorney upon surrender of this certificate
properly endorsed. This certificate is not valid unless countersigned
and registered by the Transfer Agent and Registrar. Witness the
facsimile seal of the Corporation and the facsimile signatures of its
duly authorized officers.

Dated:


                             [Modtech Holdings Seal]
         Secretary                                          President


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   2

A statement of the rights, preferences, privileges and restrictions granted to
or imposed upon each class of shares authorized to be issued and upon the
holders thereof may be obtained, upon request and without charge, from the
Corporation at its principal executive office or from the Transfer Agent.

The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations.

TEN COM  -- as tenants in common      UNIF GIFT MIN ACT --    Custodian
                                                           ---------------
                                                           (Cust)   (Minor
TEN ENT  -- as tenants by the entireties          under Uniform Gifts to Minors
                                                  Act __________________________
JT TEN   -- as joint tenants with right                        (State)
            of survivorship and not as tenants
            in common

            Additional abbreviations may also be used though not in the above
            list.


PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE
- ---------------------------------------

- ---------------------------------------


For value received, _____________ hereby sell, assign and transfer unto

___________________________________________________________________________

___________________________________________________________________________
             PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE

___________________________________________________________________________

___________________________________________________________________________

_____________________________________________________________________Shares

represented by the within Certificate, and do hereby irrevocably constitute

and appoint _______________________________________________________________

___________________________________________________________________________

Attorney to transfer the said shares on the books of the within-named
Corporation with full power of substitution in the premises.

Dated, ____________________


                                             -----------------------------------
                                             NOTICE:   The signature to this
                                             assignment must correspond with the
                                             name as written upon the face of 
                                             the certificate in every 
                                             particular, without alteration or 
                                             enlargement, or any change 
                                             whatever.