LIMITED WAIVER

This LIMITED WAIVER (this “Waiver”), dated May 5, 2006, by and among LASALLE BUSINESS CREDIT, LLC, a Delaware limited liability company (“LaSalle”), with its principal office at 135 South LaSalle Street, Chicago, Illinois 60603, the financial institutions that, from time to time, become a party to the Loan Agreement (hereinafter defined) (such financial institutions, collectively, the “Lenders” and each individually, a “Lender”), LaSalle as agent for the Lenders (in such capacity, the “Agent”), and IMPCO TECHNOLOGIES, INC., a Delaware corporation, with its principal office at 16804 Gridley Place, Cerritos, California 90703 (the “Borrower”).

WHEREAS, the Borrower and LaSalle as a Lender and the Agent, are parties to a Loan and Security Agreement dated as of July 18, 2003 (as amended, restated, supplemented, or otherwise modified from time to time, the “Loan Agreement”), pursuant to which the Lenders have agreed, upon satisfaction of certain conditions, to make Revolving Advances and other financial accommodations to the Borrower.

WHEREAS, the Borrower has advised the Lenders and the Agent that it was not in compliance with Paragraph 14(x)(v) of the Loan Agreement (U.S. Minimum Pre-Tax Income) with respect to the Borrower’s fiscal quarter ending March 31, 2006 (the “Financial Covenant Non-Compliance”).  

WHEREAS, the Borrower has requested that the Lenders and the Agent agree to waive the Financial Covenant Non-Compliance, and the Lenders and the Agent are willing to so agree to waive the Financial Covenant Non-Compliance, on the terms and subject to the conditions hereinafter set forth.

1.  Waiver.

(a)  Effective as of the Effective Date, the Lenders and the Agent hereby waive the Financial Covenant Non-Compliance.

(b)  The waiver granted herein is a one-time waiver, given solely for the specific covenants and specific time periods set forth herein. Nothing contained in this Waiver constitutes a waiver by the Lenders or the Agent of any other term or provision of the Loan Agreement or the Other Documents, whether or not the Lenders or the Agent have any knowledge thereof, nor may anything contained in this Waiver be deemed a waiver by the Lenders or the Agent of any non-compliance with the terms or provisions of the Loan Agreement or the Other Agreements that may occur after the date of this Waiver.

2.  Waiver Fee. In consideration for the waiver granted by the Agent herein and in addition to all other fees and costs, the Borrower hereby agrees to pay to the Agent a nonrefundable fee equal to One Thousand Dollars ($1,000), which fee will be fully-earned, due, and payable as of the date of this Waiver (the “Waiver Fee”).