Joint Venture Agreement Minda Impco Technologies, Limited, Dated May 18, 2001

EXHIBIT 10.33


SCHEDULE V

[LOGO OF IMPCO]


JOINT COMPANY BUY-OUT

AGREEMENT By, between and among

IMPCO Technologies, Inc., IMPCO-BERU Technologies, BV and BERU

Aktiengesellschaft

This Joint Company Buy-Out Agreement (" Agreement" ) is made on the 27th day of January 1999, at Cerritos, California, by, between and among IMPCO Technologies, Inc., a Delaware Corporation having a place of business at 16804 Gridley Place, Cerritos California 90703 USA [hereinafter " IMPCO] and BERU Aktiengesellschaft, a corporation organized and existing under the laws of the Federal Republic of Germany, having and office at MorikestraBe 155, D-71636 Ludwigsburg, Federal Republic of Germany (hereinafter " BERU" ) and IMPCO-BERU Technologies BV, a Dutch corporation, having a place of business at Van Gijnstraatt 10, 2288 GA Rijswijk, The Netherlands (hereinafter " Corporation" ) with respect to all shares of the Corporation' s capital stock now or hereafter outstanding, for the purpose of protecting the Corporation and the Shareholders, as well as providing continuity for the Corporation' s business in the event of the occurrence of certain events discussed in this Agreement. The Shareholders together own all outstanding shares of the Corporation' s stock as follows:


Names of Shareholders Number of Shares Owned

IMPCO Fifty-one (51%) per cent

BERU Forty-nine (49) per cent


RECITALS


WHEREAS, IMPCO and BERU are the only shareholders of Corporation; and

WHEREAS, IMPCO and BERU agree that the shares of corporation held by them shall only be sold to the other party; and WHEREAS, IMPCO, BERU and Corporation desire to reduce their agreements to a writing.

NOW THEREFORE THE CORPORATION AND THE SHAREHOLDERS AGREE AS FOLLOWS:

1.0 Share Certificates Legend Requirement

1.1 Legal Requirement. None of the shares presently owned or subsequently acquired by the Shareholders shall be sold, pledged, encumbered, transferred, or disposed of in any way, whether voluntarily, involuntarily, or by operation of law, except under the terms of this Agreement. Each Shareholder shall have the right to vote his or her shares and receive the dividends paid on them until the shares are sold or transferred as provided in this Agreement.

2.0 Restrictions on Voluntary Transfers. No Shareholder shall sell, transfer, pledge, encumber, hypothecate, or in any way dispose of any of his or her shares or any right or interest in them without obtaining prior written consent of the Corporation and of all other Shareholders, unless the Shareholder shall first have given written notice (" Offer Notice" ) to the Corporation, in accordance with paragraph 8.5 Notice of this Agreement, of his or her intention to do so. The notice shall be accompanied by an executed counterpart of any document of transfer, which must include the name and address of the proposed transferee and specify the number of shares to be transferred, the price per share, and the terms of payment. Promptly on receipt of the notice, the Secretary of the Corporation shall forward a copy of the notice and the executed counterpart of each member of the Corporation' s Supervisory Board, and within, twenty (20) days thereafter a meeting of the Supervisory Board shall be duly called, noticed, and held to consider the proposed transfer. For forty-five (45) days following notice to the Corporation, it shall have the option, but not the obligation, to purchase all or any part of the shares at the price and on the terms stated in the notice and any accompanying transfer document(s) or at a price determined in the same manner as is provided in paragraph 5 Valuation of this Agreement, whichever price is lower. The Corporation' s right to exercise the option and purchase the stock is subject to the restrictions governing a corporation' s right to purchase its own stock in accordance with pertinent governmental restrictions that are now, or may become, effective.

If the Corporation exercises the option within the forty-five (45)-day period, the Secretary of the Corporation shall give written notice of that fact to the offering Shareholder. The Corporation shall pay the purchase price, as determined in paragraph 5 Valuation of this Agreement, in full via certified cashiers check.


If the option is not exercised by the Corporation on all shares set forth in the notice of intention to transfer within the forty-five (45)-day period, notice of the proposed transfer in the same form as the notice given to the Corporation shall be given immediately in accordance with paragraph 8.5 Notices to the remaining Shareholders, who shall have the option, but not the obligation, to purchase any shares not purchased by the Corporation at the price and on the same terms and conditions specified in the notice and any accompanying transfer document(s). Within twenty (20)-days after giving the notice, any Shareholder desiring to acquire any part or all of the shares offered shall deliver to the Secretary of the Corpor ...