1075066--4/4/2006--MODTECH_HOLDINGS

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{debt, indebtedness, cash}

{customer, product, revenue}

{competitive, industry, competition}

{regulation, government, change}

{acquisition, growth, future}

{condition, economic, financial}

{operation, natural, condition}

{regulation, change, law}

{cost, regulation, environmental}

{cost, operation, labor}

{product, liability, claim}

{cost, contract, operation}

{capital, credit, financial}

We have recently incurred significant operating losses as well as negative operating cash flow and may continue to do so which could adversely affect our liquidity and our ability to obtain bonding necessary for our construction projects. In the past year, we have breached the financial covenants of our credit facility. Our substantial leverage could adversely affect our financial condition. The prices of raw materials have significantly increased in recent years and if we are unable to pass these costs onto our customers, our financial results could be significantly harmed. Our credit facility contains certain covenants that limit the way we can conduct business. The loss of any one of our customers or failure to collect a receivable from them could adversely affect our operations and financial position. Sales of our classroom products are dependent upon the legislative and educational policies and the financial condition of the states in which we do business. Despite the existence of some barriers to entry into our markets, our markets are competitive and our market share may be reduced if competitors enter the market or we are unable to respond to our competitors effectively. Fluctuations, seasonality and economic downturns in any of our end-markets may have adverse consequences for our business. If we are unable to successfully contain costs and effectively transition operations in connection with our recent plant closures, our revenues and profitability could decline. If liabilities related to inspection and certification tests exceed our estimates, our profitability could be harmed. We are subject to government regulations and other standards that impose operational and reporting requirements. We may underutilize our manufacturing facilities or we may have inadequate facilities to meet the demand for our products. We have acquired and may continue to acquire other companies and may be unable to successfully integrate these companies into our operations. Earthquakes or other natural disasters may cause us significant losses.

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1075066--4/4/2006--MODTECH_HOLDINGS_INC