8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): November 28, 2005

Modtech Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdictionof Incorporation)

000-25161	33-0825386
(Commission File Number)	(IRS Employer Identification No.)

2830 Barrett Avenue, Perris, CA	92571
(Address of Principal Executive Offices)	(Zip Code)

(951) 943-4014

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry Into a Material Definitive Agreement

On November 28, 2005, Modtech Holdings, Inc. entered into an amendment of its Industrial Real Estate Lease with its landlord, Gerald Bashaw, dated May 1, 1990. The amendment reduces the property being leased from approximately 34 acres to approximately 20 acres and the monthly rent from approximately $35,000 to $20,000. The amendment will become effective January 1, 2006. A copy of the amendment is attached to this report as Exhibit 10.1

ITEM 9.01 Financial Statements and Exhibits

(c) Exhibits.

Exhibit Number

10.1 Amendment to Industrial Real Estate Lease

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	MODTECH HOLDINGS, INC.
Date: December 1, 2005	By:	/s/ Dennis L. Shogren
		Dennis L. Shogren Chief Financial Officer

EX-10.1

AMENDMENT TO INDUSTRIAL REAL ESTATE LEASE

This Amendment shall pertain to that certain Industrial Real Estate Lease dated May 1, 1990 executed as between GERALD BASHAW(“LANDLORD”) and MODTECH HOLDINGS, INC., a Delaware Corporation(“TENANT”). The parties hereto hereby expressly acknowledge that good and valuable consideration has been mutually given and received in exchange for their consent to the amendments contained herein.

This Amendment shall specifically supersede and amend all conflicting terms set forth within the above-referenced Lease, the terms and conditions of which are hereby incorporated by this reference. All other terms and conditions of said Lease shall remain in full force and affect, except as specifically agreed to and modified herein.

Section 1.04 in amended such that the only property hereafter being leased is as follows: that certain group of Parcels 8, 9, 10 and 11 on the Parcel map attached hereto as Exhibit “A”, which have been circled and marked collectively Parcel “2”.

Section 1.12 is hereby amended such that BASE RENT shall be at the rate of $700.00 per acre of property leased hereby.

Said amendments are hereby agreed to as of the date of execution of this document, with the operative date of the change in rental property description and rental rate being the first day of January, 2006. It is anticipated that the parties may agree in writing to a further extension of said effective date, but that in no event shall the extended operative date extend beyond February 1, 2006.

Dated: 11/1/05	"LANDLORD" By: /s/ Gerald Bashaw       Gerald Bashaw "TENANT" MODTECH HOLDINGS, INC., a Delaware Corporation
Dated: 11/28/05	By: /s/ Dennis L. Shogren Its: CFO