REAL ESTATE PURCHASE CONTRACT

Exhibit 10.01

REAL ESTATE PURCHASE CONTRACT (UNIMPROVED PROPERTY)

STATE OF CALIFORNIA

COUNTY OF KERN 

1.  PARTIES: The Nacelle Corporation (Seller) agrees to sell and convey to M~Wave, Inc. or its designee (Purchaser), and Purchaser agrees to buy from Seller the Property described below.

2. PROPERTY: Lot _____, Block_____, in the unincorporated area of the County of Kern, State of California, described as follows:

THE NORTHEAST QUARTER OF SECTION 36, TOWNSHIP 11 NORTH, RANGE 15 WEST, SAN BERNARDINO MERIDIAN, IN THE UNINCORPORATED AREA OF THE COUNTY OF KERN, STATE OF CALIFORNIA, ACCORDING TO THE OFFICAL PLAT THEREOF.  Assessors Parcel No. 400-053-02 together with all rights, privileges and appurtenances pertaining thereto, including but not limited to: water rights, claims, permits, strips and gores, easements, and cooperative or association memberships (the "Property").

See Exhibit “A” annexed hereto.

3. SALES PRICE:

4. FINANCING: The portion of Sales Price not payable in cash (or cash equivalent) will be paid as follows: [ Check applicable items below. ] 

5. EARNEST MONEY: Upon execution of this contract by both parties, Purchaser shall deposit $100.00 as earnest money with First American Title Company, as escrow agent, at 803 Tucker Road Tehachapi, CA  93561. If Purchaser fails to deposit the earnest money as required by this contract, Purchaser will be in default.

6. TITLE POLICY AND SURVEY:

A. TITLE POLICY: Seller shall furnish to Purchaser at [ check one: ]  _____Seller’s    √     Purchaser’s expense a standard owner policy of title insurance (Title Policy) providing Purchaser clean marketable title to the Property issued by: First American Title Company in the amount of the Sales Price, dated at or after closing, insuring Purchaser against loss under the provisions of the Title Policy, subject to the promulgated exclusions (including existing building and zoning ordinances) and the following exceptions:

(1) The standard printed exception for standby fees, taxes and assessments.

(2) Liens created as part of the financing described in Paragraph 4.

(3) Utility easements created by the dedication deed or plat of the subdivision in which the Property is located.

(4) Reservations or exceptions otherwise permitted by this contract or as may be approved by Purchaser in writing.

(5) The standard printed exception as to waters, tidelands, beaches, streams, and related matters.

(6) The standard printed exception as to discrepancies, conflicts, shortages in area or boundary lines, encroachments or protrusions, or overlapping improvements. Purchaser, at Purchaser’s expense, may have the exception amended to read, "shortages in area". 

B. COMMITMENT: Within 20 days after the Title Company receives a copy of this contract, Seller shall furnish to Purchaser a commitment for title insurance (Commitment) and, at Purchaser's expense, legible copies of restrictive covenants and documents evidencing exceptions in the Commitment (Exception Documents) other than the standard printed exceptions. Seller authorizes the Title Company to mail or hand deliver the Commitment and Exception Documents to Purchaser at Purchaser's address shown in Paragraph 21. If the Commitment and Exception Documents are not delivered to Purchaser within the specified time, the time for delivery will be automatically extended up to 15 days.

C. SURVEY: The survey must be made by a registered professional land surveyor acceptable to the Title Company and any lender. [ Check one box only: ] 

_____  (1) Within __________ days after the effective date of this contract, Seller, at Seller’s expense, shall furnish a new survey to Purchaser.

_____  (2) Within ______ days after the effective date of this contract, Purchaser, at Purchaser’s expense, shall obtain a new survey.

     √        (3) Within twenty (20) days after the effective date of this contract, Seller shall furnish Seller's existing survey of the Property to Purchaser and the Title Company, along with Seller's affidavit acceptable to the Title Company for approval of the survey. If the survey is not approved by the Title Company or Purchaser's lender, a new survey will be obtained at [ check one: ]  _____Seller’s    √      Purchaser’s expense no later than twenty (20) days prior to the Closing Date.

_____  (4) No survey is required. 

D. OBJECTIONS: Within twenty (20) days after Purchaser receives the Commitment, Exception Documents and the survey, Purchaser may object in writing to (i) defects, exceptions, or encumbrances to title: disclosed on the survey other than items 6A(1) through (6) above; disclosed in the Commitment other than items 6A(1) through (6) above; (ii) any portion of the Property lying in the 100 year flood plain as shown on the current Federal Emergency Management Agency map; or (iii) any exceptions which prohibit the following use or activity: UNFETTERD USE OF THE PROPERTY FOR GENERATING DISTRIBUTION AND SALE OF WIND ENERGY (in accordance with Paragraph 11).

Purchaser's failure to object within the time allowed will not constitute a waiver of the requirements in Schedule C of the Commitment. Seller shall cure the timely objections of Purchaser or any third party lender within fifteen (15) days after Seller receives the objections and the Closing Date will be extended as necessary. If objections are not cured within such fifteen (15) day period, this contract will terminate and the earnest money will be refunded to Purchaser unless Purchaser waives the objections or extends the time to cure same. 

E. TITLE NOTICES:

(1) ABSTRACT OR TITLE POLICY: Purchaser acknowledges that it has been advised that it should have an abstract of title covering the Property examined by an attorney of Purchaser’s selection, or Purchaser should be furnished with or obtain a Title Policy. If a Title Policy is furnished, the Commitment should be promptly reviewed by an attorney of Purchaser’s choice due to the time limitations on Purchaser’s right to object.

(2) MANDATORY OWNERS' ASSOCIATION MEMBERSHIP: The Property [ check one: ]  _____is    √      is not subject to mandatory membership in an owners' association. If the Property is subject to mandatory membership in an owners' association, Seller notifies Purchaser that, as a purchaser of property in the residential community in which the Property is located, you are obligated to be a member of the owners' association. Restrictive covenants governing the use and occupancy of the Property and a dedicatory instrument governing the establishment, maintenance, and operation of this residential community have been or will be recorded in the Real Property Records of the county in which the Property is located. Copies of the restrictive covenants and dedicatory instrument may be obtained from the county clerk. You are obligated to pay assessments to the owners' association. The amount of the assessments is subject to change. Your failure to pay the assessments could result in a lien on and the foreclosure of the Property.

(3) STATUTORY TAX DISTRICTS: If the Property is situated in a utility or other statutorily created district providing water, sewer, drainage, or flood control facilities and services, the state may require Seller to deliver and Purchaser to sign the statutory notice relating to the tax rate, bonded indebtedness, or standby fee of the district prior to final execution of this contract.

(4) TIDE WATERS: If the Property abuts the tidally influenced waters of the state, the state may require a notice regarding coastal area property to be included in the contract. An addendum containing the notice promulgated by the state or required by the parties must be used.  (Consult with an attorney if you are unclear on this requirement.)

(5) ANNEXATION: If the Property is located outside the limits of a municipality, Seller notifies Purchaser that the Property may now or later be included in the extraterritorial jurisdiction of a municipality and may now or later be subject to annexation by the municipality. Each municipality maintains a map that depicts its boundaries and extraterritorial jurisdiction. To determine if the Property is located within a municipality’s extraterritorial jurisdiction or is likely to be located within a municipality’s extraterritorial jurisdiction, contact all municipalities located in the general proximity of the Property for further information.

(6) UNIMPROVED PROPERTY LOCATED IN A CERTIFICATED SERVICE AREA OF A UTILITY SERVICE PROVIDER: If the Property is located in a certificated service area of a utility service provider and the Property does not receive water or sewer service from the utility service provider on the date the Property is transferred, the state may require a notice regarding the cost of providing water or sewer services to the Property. An addendum containing the notice promulgated by the state or required by the parties must be used.

(7) AGRICULTURAL DEVELOPMENT DISTRICT: The Property [ check one: ]  _____is   _____is not located in a agricultural development district.

7. PROPERTY CONDITION:

A. INSPECTIONS, ACCESS AND UTILITIES: Purchaser may have the Property inspected by inspectors selected by Purchaser and licensed by the state or otherwise permitted by law to make inspections. Seller shall permit Purchaser and Purchaser’s agents access to the Property at reasonable times. Seller shall pay for turning on existing utilities. NOTICE: Purchaser should determine the availability of utilities to the Property suitable to satisfy Purchaser’s needs.

B. ACCEPTANCE OF PROPERTY CONDITION: Purchaser accepts the Property in its present condition; provided Seller, at Seller’s expense, shall complete the following: