Exhibit 3.3

CERTIFICATE OF AMENDMENT

OF

CERTFICATE OF INCORPORATION

OF

MODTECH HOLDINGS, INC.

Modtech Holdings, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:

FIRST: That the Board of Directors duly adopted a resolution setting forth a proposed amendment to the Certificate of Incorporation of the corporation. The resolution setting forth the proposed amendmentis as follows:

RESOLVED, that paragraph (a) of ARTICLE IV of the corporation's Certificate of Incorporation entitled "CAPITAL STOCK" be amended to read in its entirety as set forth below, and such amendment is recommended to the stockholders of the corporation for approval as being advisable and in the best interests of the corporation:

"The total number of shares of all classes of capital stock which the Corporation shall have authority to issue is 60,000,000, consisting of 5,000,000 shares of preferred stock, par value $0.01 per share ("Preferred Stock") and 55,000,000 shares of common stock, with a par value of $0.01 per share (the "Common Stock")."

SECOND: That the stockholders of the corporation duly approved the amendment at a special meeting of stockholders held on January 3, 2006 by affirmative vote of the necessary number of shares in accordance with the provisions of Section 216 and Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the corporation has caused this Certificate of Amendment to be executed by its President on January 9, 2006.

Modtech Holdings, Inc.
By:	/s/David Buckley
	David Buckley
	Chief Executive Officer &
	President

ATTEST:
By:	/s/ Dennis Shogren
	Dennis Shogren, Secretary