SUBLEASE AGREEMENT DK/Impco-Meteor Sub_Ls 0605

Exhibit 10.1

				© Copyright 1999 Commercial Brokers Association All Rights Reserved
		SUBLEASE AGREEMENT DK/Impco-Meteor Sub_Ls 0605		CBA Form SUB-LS Sublease Agreement Rev. 12/99 Page 1 of 11

THIS SUBLEASE AGREEMENT (the “Sublease”) is DATED June 16, 2005 FOR REFERENCE PURPOSES ONLY between Impco Technologies, Inc. (“Tenant”) and Meteor Communications Corporation, a Washington corporation (“Subtenant”)

Tenant entered into a lease (the “Master Lease”) with Property Reserve, Inc. as landlord (“Landlord”), dated July 18, 2001, leasing the premises legally described on EXHIBIT B-1 OF THE MASTER LEASE (“Master Premises”). A copy of the Master Lease, including all amendments, is attached as Exhibit 1, Tenant and Subtenant agree as follows:

a. Subleased Premises. Tenant SUBleases to Subtenant and Subtenant SUBleases from Tenant THE ENTIRE Master Premises consisting of an agreed area of approximately 25,550 rentable square feet LOCATED AT 22614 66^TH AVENUE SOUTH.

b. Sublease Commencement Date. The Sublease shall commence on August 1, 2005 or such earlier or later date as provided in Section 2 (the “Sublease Commencement Date”).

c. Sublease Termination Date. The Sublease shall terminate at midnight on September 30, 2011 or one day prior to the termination date of the Master Lease, whichever is earlier, unless sooner terminated in accordance with the terms of this Sublease (the “Sublease Termination Date”).

d. Base Rent. Subtenant shall pay to Tenant base monthly rent (check one): ¨ of $              , or x according to the Rent Rider attached hereto. Rent shall be payable at Tenant’s address shown below, or such other place designated in writing by Tenant.

e. Prepaid Rent. Upon execution of this Sublease, Subtenant shall deliver to Tenant the sum of $ 14,500.00 as prepaid rent, to be applied to the Rent due for the fourth month(s) of the Sublease.

f. Security Deposit. Upon execution of this Sublease, Subtenant shall deliver to Tenant a security deposit in the amount of $ 16,405.00.

g. Permitted Use. The Subleased Premises shall be used only for manufacturing, warehousing and distribution of radio communications products and related administrative functions and for no other business or purpose without the prior written consent of Tenant.

h. Notice and Payment Addresses:

Tenant: Impco Technologies, 16804 Gridley Place, Cerritos, CA 90703

Phone: 562 ###-###-#### Fax: 562 ###-###-####

Subtenant: Meteor Communications, 22614 66^th Avenue South, Kent, WA 98032

Phone: 253 ###-###-#### Fax: 253 ###-###-####

i. Subtenant’s Sublease Share. Subtenant’s Sublease Share of any operating costs, additional rent, or other amounts payable by Tenant under the Master Lease is 100 % of such amounts, based upon the ratio of the agreed rentable area of the Subleased Premises to the agreed rentable area of the Master Premises.

J. SUBTENANT SHALL BE GRANTED ONE (1) WEEK EARLY OCCUPANCY FREE OF CHARGE FOR SET UP AND FIXTURING PURPOSES IN SO LONG AS TENANT HAS MET ALL OCCUPANCY REQUIREMENTS OF THIS SUBLEASE AGREEMENT.

a. Commencement Date. Subtenant acknowledges that Tenant may need to receive Landlord’s consent to this Sublease as provided in Section 19 below prior to Subtenant occupying the Subleased Premises, and Subtenant

				© Copyright 1999 Commercial Brokers Association All Rights Reserved
		SUBLEASE AGREEMENT (CONTINUED) DK/Impco-Meteor Sub_Ls 0605		CBA Form SUB-LS Sublease Agreement Rev. 12/99 Page 2 of 11

shall not occupy the Subleased Premises without the prior written consent of Tenant. If Subtenant occupies the Subleased Premises before the Sublease Commencement Date, then the Sublease Commencement Date shall be the date of occupancy. If Tenant acts diligently to make the Subleased Premises available to Subtenant neither Tenant nor any agent or employee of Tenant shall be liable for any damage or loss due to Tenant’s inability or failure to deliver possession of the Premises to Tenant as provided in this Sublease. In such case, the rent shall abate until delivery of possession, but the Sublease Termination Date shall not be extended by such delay. Notwithstanding the foregoing, if Tenant has not delivered possession to Subtenant within              days (60 days if not filled in) after the Sublease Commencement Date, Subtenant may elect to cancel this Sublease by giving written notice to Tenant within 10 days after such time period ends. If Subtenant gives such notice, this Sublease shall be canceled, all prepaid rent and security deposits shall be refunded to Subtenant, and neither Tenant nor Subtenant shall have any further obligations to the other.

b. Tenant Obligations. Except as specified elsewhere in this Sublease, Tenant makes no representations or warranties to Subtenant regarding the Subleased Premises, including the structural condition of the Subleased Premises and the condition of all mechanical, electrical, and other systems on the Subleased Premises. Attached Exhibit 4 sets forth all work to be complete by Tenant, if any, and all tenant improvements to be completed by Subtenant, which is to be performed on the Subleased Premises. Responsibilities for design, payment and performance of all such work shall be as set forth on attached Exhibit 4. Except for any tenant improvements described on attached Exhibit 4 to be completed by Tenant, Subtenant shall be responsible for performing any work necessary to bring the Subleased Premises into condition satisfactory to Subtenant. By signing this Sublease, Subtenant acknowledges that it has had adequate opportunity to investigate the Subleased Premises, acknowledges responsibility for making any corrections, alterations and repairs to the Subleased Premises (other than the Tenant’s work in Exhibit 4), and acknowledges that the time needed to complete any such items shall not delay the Sublease Commencement Date.

If any sums payable by Subtenant to Tenant under this Lease are not received within five (5) days of their due date, Subtenant shall pay Tenant in addition to the amount due, for the cost of collecting and handling such late payment, an amount equal to the sum which would be payable by Tenant to the Landlord for an equivalent default under the Master Lease or 5% of the delinquent amount, whichever is greater. In addition, all delinquent sums not paid by Subtenant within five (5) days of the due date shall, at Tenant’s option, bear interest at the rate the Tenant would pay the Landlord under the Master Lease for an equivalent default or the highest rate of interest allowable by law, whichever is less. Interest on all delinquent amounts shall be calculated from the original due date to the date of payment.

Tenant’s acceptance of less than the full amount of any payment due from Subtenant shall not be deemed an accord and satisfaction or compromise of such payment unless Tenant specifically consents in writing to payment of such lesser sum as an accord and satisfaction or compromise of the amount which Tenant claims.

This Sublease is subject and subordinate to the Master Lease. If the Master Lease terminates, this Sublease shall terminate. Tenant and Subtenant shall not, by their omission or act, do nor permit anything to be done which would cause a default under the Master Lease. If the Master Lease terminates or is forfeited as a result of a default or breach by Tenant or Subtenant under this Sublease and/or the Master Lease, then the defaulting party

				© Copyright 1999 Commercial Brokers Association All Rights Reserved
		SUBLEASE AGREEMENT (CONTINUED) DK/Impco-Meteor Sub_Ls 0605		CBA Form SUB-LS Sublease Agreement Rev. 12/99 Page 3 of 11

All the terms, covenants and conditions contained in the Master Lease are incorporated into and made a part of this Sublease as if Tenant were the landlord under the Master Lease, the Subtenant were the tenant under the Master Lease, and the Subleased Premises were the Master Premises except as may be inconsistent with the terms contained in this Sublease and the following: Section 7 Paragraph #3 DS 6/23/05

Notwithstanding anything herein contained, the only services or utilities to which Subtenant is entitled under this Sublease are those to which Tenant is entitled under the Master Lease.

Upon expiration of the Subleased Lease term, whether by lapse of time or otherwise, Subtenant shall promptly and peacefully surrender the Subleased Premises, together with all keys, to Tenant in as good condition as when received by Subtenant or as thereafter improved, reasonable wear and tear and insured casualty excepted.

				© Copyright 1999 Commercial Brokers Association All Rights Reserved
		SUBLEASE AGREEMENT (CONTINUED) DK/Impco-Meteor Sub_Ls 0605		CBA Form SUB-LS Sublease Agreement Rev. 12/99 Page 4 of 11

a. Damage and Repair. If Landlord or Tenant terminate the Master Lease based on casualty to the property in accordance with the Master Lease, this Sublease shall terminate on the same date. If the Subleased Premises or the portion of the property necessary for Subtenant’s occupancy are damaged, destroyed or rendered untenantable, by fire or other casualty, Tenant may, at its option: (a) terminate this Sublease, or (b) restore the Subleased Premises and the portion of the property necessary for Subtenant’s occupancy to their previous condition. Provided, however, if such casualty event occurs during the last 6 months of the Sublease term (after considering any option to extend the term timely exercised by Subtenant) then either Subtenant or Tenant may elect to terminate this Sublease. If, within 60 days after receipt by Tenant from Subtenant of written notice that Subtenant deems the Subleased Premises or the portion of the property necessary for Tenant’s occupancy untenantable, Tenant fails to notify Subtenant of its election to restore those areas, or if Tenant is unable to restore those areas within six (6) months of the date of the casualty event, then Subtenant may elect to terminate this Sublease.

If Tenant restores the Subleased Premises or the property under this Section 9(a) Tenant shall proceed with reasonable diligence to complete the work, and the base Rent shall be abated in the same proportion as the untenantable portion of the Subleased Premises bears to the whole Subleased Premises, provided that there shall be a rent abatement only if the damage or destruction of the Subleased Premises or the property did not result from, or was not contributed to directly or indirectly by the act, fault or neglect of Subtenant, or Subtenant’s officers, contractors, licensees, agents, servants, employees, guests, invitees or visitors Provided, if Tenant complies with its obligations under this Section, no damages, compensation or claim shall be payable by Tenant for inconvenience, loss of business or annoyance directly, incidentally or consequentially arising from any repair or restoration of any portion of the Subleased Premises or the property. Tenant is not obligated to carry insurance of any kind for the protection of Subtenant or any improvements paid for by Subtenant or Tenant on Subtenant’s furniture or on any fixtures, equipment, improvements or appurtenances of Subtenant under this Lease, and Tenant shall not be obligated to repair any damage thereto or replace the same unless the damage is caused by Tenant’s negligence.

b. Condemnation. If the Landlord or Tenant terminate the Master Lease based on a provision in the Master Lease relating to eminent domain or conveyance under threat of condemnation, this Sublease shall terminate on the same date. If the Subleased Premises, the portion of the property necessary for Subtenant’s occupancy, or 50% or more of the rentable area of the property are made untenantable by eminent domain, or conveyed under a threat of condemnation, this Sublease shall terminate at the option of Tenant or Subtenant as of the earlier of the date title vests in the condemning authority or the condemning authority first has possession of the portion of the property and all Rents and other payments shall be paid to that date. In case of taking of a part of the Subleased Premises or the portion of the property necessary for Subtenant’s occupancy that does not render those areas untenantable, then this Sublease shall continue in full force and effect and the base Rent shall be equitably reduced based on the proportion by which the floor area of any structures is reduced, such reduction in Rent to be effective as of the earlier of the date the condemning authority first has possession of such portion or title vests in the condemning authority. The Subleased Premises or the portion of the property necessary for Subtenant’s occupancy shall not be deemed untenantable if less than twenty-five percent (25%) of each of those areas are condemned. As between Tenant and Subtenant, Tenant shall be entitled to the entire award from the condemning authority attributable to the value of the Subleased Premises or the property and Tenant shall make no claim for the value of its leasehold. Subtenant shall be permitted to make a separate claim against the condemning authority for moving expenses or damages resulting from interruption in its business, provided that in no event shall Subtenant’s claim reduce Landlord’s or Tenant’s award.

				© Copyright 1999 Commercial Brokers Association All Rights Reserved
		SUBLEASE AGREEMENT (CONTINUED) DK/Impco-Meteor Sub_Ls 0605		CBA Form SUB-LS Sublease Agreement Rev. 12/99 Page 5 of 11

Tenant and Subtenant hereby release each other and any other tenant, their agents or employees, from responsibility for and waive their entire claim of recovery for any loss or damage arising from any cause covered by insurance required to be carried by each of them. Each party shall provide notice to the Insurance carrier or carriers of this mutual waiver of subrogation, and shall cause its respective insurance carriers to waive all rights of subrogation against the other. This waiver shall not apply to the extent of the deductible amounts to any such policies or to the extent of liabilities exceeding the limits of such policies. Tenant agrees to use reasonable efforts to obtain from Landlord the same waiver of claims for any loss or damage arising from any cause covered by insurance required to be carried by Landlord under the Master Lease and, if and to the extent of such waiver by Landlord, Subtenant agrees to the same waiver.

If Subtenant is a partnership, limited liability company, corporation, or other entity, any transfer of this Sublease by merger, consolidation, redemption or liquidation, or any change(s) in the ownership of, or power to vote, which singularly or collectively represents a majority of the beneficial interest in Subtenant, shall constitute a Transfer.

As a condition to the Landlord’s and Tenant’s approval, if given, any potential assignee or sublessee otherwise approved shall assume all obligations of Subtenant under this Sublease and shall be jointly and severally liable with Subtenant and any guarantor, if required, for the payment of Rent and other charges due hereunder and performance of all terms of this Sublease. In connection with any Transfer, Subtenant shall provide Landlord and Tenant with copies of all assignments, subleases and assumption instruments.

				© Copyright 1999 Commercial Brokers Association All Rights Reserved
		SUBLEASE AGREEMENT (CONTINUED) DK/Impco-Meteor Sub_Ls 0605		CBA Form SUB-LS Sublease Agreement Rev. 12/99 Page 6 of 11

a. Heirs and Assigns. This Sublease shall apply to and be binding upon Tenant and Subtenant and their respective heirs, executors, administrators, successors and assigns.

b. Brokers’ Fees. Subtenant represents and warrants to Tenant that it has not engaged any broker, finder or other person who would be entitled to any commission or fees for the negotiation, execution, or delivery of this Sublease other than as disclosed elsewhere in this Sublease. Subtenant shall indemnify and hold Tenant harmless against any loss, cost, liability or expense incurred by Subtenant as a result of any claim asserted by any such broker, finder or other person on the basis of any arrangements or agreements made or alleged to have been made by or on behalf of Subtenant. This subsection shall not apply to brokers with whom Tenant has an express written brokerage agreement.

c. Entire Agreement. This Sublease, which incorporates the Master Lease, contains all of the covenants and agreements between Tenant and Subtenant relating to the Subleased Premises. No prior or contemporaneous agreements or understanding pertaining to the Sublease shall be valid or of any force or effect and the covenants and agreements of this Sublease shall not be altered, modified, or added to except in writing signed by Tenant and Subtenant.

d. Severability. Any provision of this Sublease which shall prove to be invalid, void or illegal shall in no way affect, impair or invalidate any other provision of this Sublease.

e. Governing Law. This Sublease shall be governed by and construed in accordance with the laws of the State of Washington.

f. Memorandum of Sublease. Except for the pages containing the Commission Agreement, the legal descriptions, and the signatures of the Tenant and Subtenant (all of which may be recorded by Tenant’s Broker), this Sublease shall not be recorded. However, if permitted by the Master Lease, Tenant and Subtenant shall, at the other’s request, execute and record a memorandum of Sublease in recordable form that identifies Tenant and Subtenant, the commencement and termination dates of the Sublease, and the legal description of the Master Premises and Subleased Premises.

g. Submission of Sublease Form Not an Offer. One party’s submission of this Sublease to the other for review shall not constitute an offer to sublease the Subleased Premises. This Sublease shall not become effective and binding upon Tenant and Subtenant until it has been fully signed by both Tenant and Subtenant, and consented to by Landlord (if required by the Master Lease).

h. Authority of Parties. Any individual signing this Sublease on behalf of an another represents and warrants to the other that such individual has authority to do so and, upon such individual’s execution, that this Sublease shall be binding upon and enforceable against the party on behalf of whom such individual is signing.

Tenant’s Agent Doug Klein and Richard Davidson of GVA Kidder Mathews

(Insert name of Licensee and Company name as licensed)

represented Tenant

(Insert Tenant, Subtenant, both Tenant and Subtenant, or neither Tenant nor Subtenant)

and Subtenant’s Licensee Kermit Jorqensen of Neil Walter Company

(Insert name of Licensee and Company name as licensed)

represented Subtenant

(Insert Tenant, Subtenant, both Tenant and Subtenant, or neither Tenant nor Subtenant)

				© Copyright 1999 Commercial Brokers Association All Rights Reserved
		SUBLEASE AGREEMENT (CONTINUED) DK/Impco-Meteor Sub_Ls 0605		CBA Form SUB-LS Sublease Agreement Rev. 12/99 Page 7 of 11

If Tenant’s Agent and Subtenant’s Licensee are different salespersons affiliated with the same Broker, then both Tenant and Subtenant confirm their consent to that Broker acting as a dual agent. If Tenant’s Agent and Subtenant’s Licensee are the same salesperson representing both parties, then both Tenant and Subtenant confirm their consent to that salesperson and his/her Broker acting as dual agents. If Tenant’s Agent, Subtenant’s Licensee or their Broker are dual agents, Tenant and Subtenant consent to Tenant’s Agent, Subtenant’s Licensee and their Broker being compensated based on a percentage of the rent or as otherwise disclosed on an attached addendum. Neither Tenant’s Agent, Subtenant’s Licensee or their Broker(s) are receiving compensation from more than one party to this transaction unless otherwise disclosed on an attached addendum, in which case Tenant and Subtenant consent to such compensation. Tenant and Subtenant confirm receipt of the pamphlet entitled “The Law of Real Estate Agency”

Tenant agrees to pay a commission to Tenant’s Broker (identified in the Agency Disclosure Section above) as follows

¨ $             

x 7.5% of the AGGREGATE BASE RENT payable pursuant to this Sublease

¨ $              per square foot of the Subleased Premises

¨ Other             

Tenant’s Broker ¨ shall x shall not (shall not if not filled in) be entitled to a commission upon the extension by Subtenant of the Sublease term pursuant to any right reserved to Subtenant under the Sublease calculated ¨ as provided above or ¨ as follows              (if no box is checked, as provided above). Tenant’s Broker ¨ shall ¨ shall not (shall not if not filled in) be entitled to a commission upon any expansion of Subleased Premises pursuant to any right reserved to Subtenant under the Sublease, calculated ¨ as provided above or ¨ as follows              (if no box is checked, as provided above).

Any commission shall be earned upon occupancy of the Premises by Subtenant, and paid one-half upon execution of the Sublease and one-half upon occupancy of the Subleased Premises by Subtenant. Tenant’s Broker shall pay to Subtenant’s Broker (identified in the Agency Disclosure section above), the amount stated in a separate agreement between them or, if there is no agreement, $              / 66.6% (complete only one) of any commission paid to Tenant’s Broker, within five (5) days after receipt by Tenant’s Broker.

If any other lease or sale is entered into between Tenant and Subtenant pursuant to a right reserved to Subtenant under the Sublease, Tenant ¨ shall x shall not (shall not if not filled in) pay an additional commission according to any commission agreement or, in the absence of one, according to Tenant’s Broker’s commission schedule in effect as of the execution of this Sublease. Tenant’s successor shall be obligated to pay any unpaid commissions upon any transfer of this Sublease and any such transfer shall not release the transferor from liability to pay such commissions.

				© Copyright 1999 Commercial Brokers Association All Rights Reserved
		SUBLEASE AGREEMENT (CONTINUED) DK/Impco-Meteor Sub_Ls 0605		CBA Form SUB-LS Sublease Agreement Rev. 12/99 Page 8 of 11

TENANT’S BROKER AND AGENT AND SUBTENANT’S BROKER AND LICENSEE HAVE MADE NO REPRESENTATIONS OR WARRANTIES CONCERNING THE SUBLEASED PREMISES, THE MEANING OF THE TERMS AND CONDITIONS OF THIS SUBLEASE, LANDLORD’S, TENANT’S OR SUBTENANT’S FINANCIAL STANDING, ZONING, COMPLIANCE OF THE SUBLEASED PREMISES WITH APPLICABLE LAWS, SERVICE OR CAPACITY OF UTILITIES, OPERATING EXPENSES, OR HAZARDOUS MATERIALS LANDLORD, TENANT AND SUBTENANT ARE EACH ADVISED TO SEEK INDEPENDENT LEGAL ADVICE ON THESE AND OTHER MATTERS ARISING UNDER THIS SUBLEASE.

TENANT						SUBTENANT
IMPCO TECHNOLOGIES, INC.						METEOR COMMUNICATIONS CORPORATION
TENANT						SUBTENANT
Thomas M. Costaleo						Don Sytsma
By:						By:
Chief Financial Officer						President
Its:						Its:
DATE:		6/27/05				DATE:		6/23/05

				© Copyright 1999 Commercial Brokers Association All Rights Reserved
		SUBLEASE AGREEMENT (CONTINUED) DK/Impco-Meteor Sub_Ls 0605		CBA Form SUB-LS Sublease Agreement Rev. 12/99 Page 9 of 11

I certify that I know or have satisfactory evidence that Don Sytsma is the person who appeared before me and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the President/CEO of Meteor Communications Co. to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.

DATED: 23 June 2005.

(Seal or stamp)
				Printed Name: Sandra L Garl   NOTARY PUBLIC in and for the State of Washington, residing at Qrting   My Commission expires: 1/1/06

I certify that I know or have satisfactory evidence that Thomas M. Costaleo is the person who appeared before me and said person acknowledged that he signed this instrument, on oath stated that he was authorized to execute the instrument and acknowledged it as the Chief Financial Officer of IMCO Technologies, Inc., to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument.

DATED: 27 June, 2005.

(Seal or stamp)
				Printed Name: Renuka Shah   NOTARY PUBLIC in and for the State of California, residing at Upland, ex.   My Commission expires: 1-16-2009

				© Copyright 1999 Commercial Brokers Association All Rights Reserved
		SUBLEASE AGREEMENT (CONTINUED) DK/Impco-Meteor Sub_Ls 0605		CBA Form SUB-LS Sublease Agreement Rev. 12/99 Page 10 of 11

Please See Attached

SUBLEASE CONSENT

Property Reserve, Inc., a Utah Corporation (“Landlord”) has previously leased the premises commonly known as 22614 66^th Avenue South, Kent, Washington (the “Premises”) to Impco Technologies. Inc. (“Tenant”) pursuant to that agreement dated July 30, 2001 (the “Lease”). Landlord hereby consents to the sublease of the Premises by Tenant to Meteor Communications Corporation (“Sublessee”) on the conditions stated herein. The terms of the Lease shall remain unaffected by such sublease (the “Sublease”) and the consent granted herein. Tenant shall remain fully liable for the faithful performance of all obligations imposed on Tenant by the Lease including the continued payment of rent and other monetary obligations as they accrue. The provisions of the Lease shall prevail in the event of any conflict with any provision of the Sublease. The consent granted herein is limited to the Sublease referred to herein and shall not be construed as a consent to any other sublease or assignment. This Consent to Sublease states the entire consent given by Landlord and shall not be amended, supplemented or otherwise modified except by a further writing signed by Landlord.

SUBLESSOR:
IMPCO TECHNOLOGIES, INC.
By:
Title:		Chief Financial Officer
Date:		27, June 2005

SUBLESSEE:
METEOR COMMUNICATIONS CORPORATION
By:
Title:		President
Date:		6/23/05

LANDLORD:
PROPERTY RESERVE, INC.
By:						By:
Title:		V.P.				Title:		Vice President
Date:		7-6-05				Date:		7/6/05