SUBLEASE AGREEMENT

Exhibit 10.1

SUBLEASE AGREEMENT

THIS SUBLEASE AGREEMENT (this " Sublease ") is made on December 17, 2008, by INTREPID POTASH, INC., a Delaware corporation (" Sublandlord "), whose address is Suite 4200, 707-17 ^th Street, Denver, Colorado 80202, and THE LARRK FOUNDATION (" Subtenant "), whose address is Suite 4175, 707-17 ^th Street, Denver, Colorado 80202.

RECITALS

A. MS Crescent II SPV, LLC, a Delaware limited liability company, as landlord (" Landlord "), and Sublandlord, as Tenant, entered into a Lease dated September 15, 2008 (the " Prime Lease "), with regard to the premises consisting of approximately thirty-nine thousand seven hundred twenty-six (39,726) square feet commonly known as "Suite 4200" (the " Premises ") of the building located at 707-17 ^th Street, Denver, Colorado 80202 (the " Building ").

B. Sublandlord wishes to sublease to Subtenant, and Subtenant wishes to sublease from Sublandlord, the portion of the Premises as depicted on Exhibit A to this Sublease consisting of approximately 303 square feet, identified as Suite 4175 (the " Sublease Premises "), on the terms and conditions set forth below.

AGREEMENT

For and in consideration of the covenants and agreements herein contained, Sublandlord and Subtenant agree as follows

1. Sublease . Subject to and upon the terms, provisions and conditions set forth in this Sublease and subject to the "Applicable Prime Lease Provisions," as hereinafter defined, Sublandlord hereby sublets to Subtenant, and Subtenant hereby sublets from Sublandlord, the Sublease Premises.

2. Sublease Term . The term of this Sublease will begin on the Commencement Date of the Prime Lease, and will end one hundred twenty-three (123) months less one day thereafter, inclusive (the " Sublease Term "); however, without liability or expense, Sublandlord may terminate this Sublease upon ninety (90) days’ prior written notice to Subtenant and, under these circumstance, shall reimburse Subtenant for all reasonable and customary relocation expenses incurred. If Sublandlord is unable to deliver possession of the Sublease Premises to Subtenant on the Commencement Date, then Subtenant’s right to occupy, and obligation to pay for, the Sublease Premises will be delayed until Sublandlord delivers possession of the Sublease Premises. The deferral of Subtenant’s obligation to pay such rent will be full satisfaction of all claims that Subtenant may have as a result of such delayed delivery of possession.

3. Use. Subtenant shall use and occupy the Sublease Premises during the Sublease Term for the Permitted Use, as that term is defined in Section 5 of the Prime Lease, and for no other purpose, and the Prime Lease, and for no other purpose. Tenant shall, at Subtenant’s sole cost and expense, comply with all applicable federal, state and local laws, ordinances, rules and regulations, court orders, governmental directives, and governmental orders relating to, affecting or arising out of Subtenant’s use and occupancy of the Sublease Premises.

4. Rent

(a) Base Rent . During the Sublease Term, Subtenant will pay Sublandlord as rent for the Sublease Premises (" Rent "), as follows:

Rent shall be payable in advance on the first calendar day of each month during the Sublease Term, except that the first installment of Rent shall be paid by Subtenant to Sublandlord upon execution of this Sublease by Subtenant. All Rent shall be paid without notice, demand, set-off or deduction, in lawful money of the United States of America, at the address of Sublandlord set forth in Section 14 herein or at such other place as Sublandlord may from time to time designate in writing. If the Sublease Term begins on other than the first calendar day of a month or ends on other than the last calendar of a month, Rent will be prorated on a per diem basis.

Notwithstanding the foregoing, Subtenant shall be entitled to an abatement of Base Rent, commencing on the Commencement Date and ending ninety (90) days thereafter (the " Initial Abated Rent Period "), such that the Base Rent rate for the Initial Abated Rent Period shall be zero dollars ($0.00). Additionally, Subtenant shall be entitled to an additional partial abatement of Base Rent, commencing on the date immediately following the expiration of the Initial Abated Rent Period and continuing for one hundred eighty (180) days thereafter (the " Additional Abated Rent Period "), such that the Base Rent for the Additional Abated Rent Period shall be $732.00 per month.

(b) Additional Rent . If and to the extent Sublandlord is obligated to pay Additional Rent under the Prime Lease for operating expenses, taxes, utilities or other charges related to Landlord’s operation of the Building (" Operating Expenses "), Subtenant shall pay to Sublandlord Subtenant’s Share of the Additional Rent due under the Prime Lease. Subtenant’s Share is 0.76%.

(c) Build-out Costs. Subtenant shall be entitled to its proportionate share of the tenant improvement allowance of $50.15/square foot under the Prime Lease. Subtenant shall be responsible for build-out costs for the Sublease Premises that exceed the tenant improvement allowance. In the event that Sublandord terminates this Sublease prior to the end of the Sublease Term pursuant to Section 2 above, Sublandlord shall compensate Subtenant for its out-of-pocket build-out costs for the Sublease Premises.

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(d) Additional Fees and Expenses . Notwithstanding any provision of this Sublease to the contrary, Subtenant shall be responsible for the payment of all charges, fees and expenses imposed under the Prime Lease for any special purposes relating to Subtenant’s use of the Sublease Premises, including, without limitation, any fees charged for any disproportionate use of utility services or any after-hour or extra services provided to the Sublease Premises, any charges for any repairs performed by the Landlord to or for the Sublease Premises, which charges are not included as an operating expense under the Prime Lease, and any and all similar charges. Subtenant shall pay such costs directly to Sublandlord within ten (10) days after the date that Sublandlord delivers a written statement to Subtenant together with supporting documentation provided to Sublandlord by Landlord.

5. Security Deposit . Contemporaneously with the execution of this Sublease, Subtenant shall pay to Sublandlord seven hundred fifty-seven dollars and fifty cents ($757.50) (the " Security Deposit "), which shall be held by Sublandlord to secure Subtenant’s performance of its obligations under this Sublease. The Security Deposit is not an advance payment of the Sublease Rent or a measure or limit of Sublandlord’s damages or other rights under this Sublease or a payment of liquidated damages. Sublandlord may, from time to time and without prejudice to any other remedy, use all or a part of the Security Deposit to perform any obligation which Subtenant fails to perform hereunder on or before the expiration of the applicable notice and cure period. Following any such application of the Security Deposit, Subtenant shall pay to Sublandlord on demand the amount so applied in order to restore the Security Deposit to its original amount. Provided that Subtenant has performed all of its obligations hereunder, Sublandlord shall, within sixty (60) days after the Sublease Term ends, return to Subtenant the portion of the Security Deposit which was not applied to satisfy Subtenant’s obligations. The Security Deposit may be commingled with other funds, and no interest shall be paid thereon. If Sublandlord transfers its interest in the Sublease Premises and the transferee assumes Sublandlord’s obligations under this Sublease, then Sublandlord may assign the Security Deposit to the transferee and Sublandlord thereafter shall have no further liability for the return of the Security Deposit.

6. Acceptance of Sublease Premises . Subtenant has inspected the Sublease Premises and the Building, and hereby accepts the Sublease Premises and the Building in their current "as is" condition without further improvement by Sublandlord or Landlord. Subtenant acknowledges that neither Sublandlord nor Sublandlord’s agents have made any representation or warranty as to the condition of the Sublease Premises or the suitability of the Sublease Premises for the conduct of Subtenant’s business, and that Sublandlord shall not be obligated to make any alterations or improvements to the Sublease Premises on account of this Sublease.

7. Care of the Sublease Premises; Alterations

(a) Subtenant’s Care of the Sublease Premises . Subtenant shall take all reasonable care in Subtenant’s use of the Sublease Premises so as to avoid any deterioration in the condition thereof, ordinary wear and tear excepted. Subtenant shall immediately notify Sublandlord of any damage to the Sublease Premises. All damage or injury to the Sublease Premises or the Building, or

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the fixtures, appurtenances and equipment therein, caused by Subtenant, its agents, contractors, employees, invitees or customers, shall be repaired, restored or replaced by Sublandlord, at Subtenant’s expense. Such reasonable expenses shall be paid by Subtenant within ten (10) days after Sublandlord’s delivery to Subtenant of a statement detailing such expenses.

(b) Alterations . Subtenant shall make no alterations, additions, or improvements in or to the Sublease Premises without the prior written consent of Sublandlord in each instance, and the consent of Landlord as required in the Prime Lease.

(c) Sublandlord’s Property . Subject to Subtenant’s obligations in Section 16 of this Sublease, all improvements, alterations, additions and fixtures permanent in nature, made in the Sublease Premises by Subtenant or Sublandlord shall immediately become Sublandlord’s property, and at the end of the Sublease Term, shall remain on the Sublease Premises without compensation to Subtenant, unless when consenting to such improvements, alterations, additions or fixtures, Sublandlord has advised Subtenant in writing that such improvements, alterations, additions or fixtures must be removed at the end of the Sublease Term.

(d) Removal . If Sublandlord has required Subtenant to remove any or all improvements, alterations, additions and fixtures that are made in the Sublease Premises pursuant to this Section 7 , prior to the expiration or earlier termination of this Sublease, Subtenant shall remove the improvements, alterations, additions and fixtures at Subtenant’s sole cost and expense and shall restore the Sublease Premises to the condition in which they were before the improvements, alterations, additions and fixtures were made, reasonable wear and tear excepted.

8. Services and Repairs

(a) Standard Services . Subtenant hereby acknowledges and agrees that the only services, amenities and rights to which Subtenant is entitled under this Sublease are those to which Sublandlord is entitled under the Prime Lease with respect to the Sublease Premises (subject to all the provisions, restrictions and conditions imposed in the Prime Lease). Sublandlord shall in no event be liable to Subtenant for Landlord’s failure to provide any such services, amenities and rights nor shall any such failure be construed as a breach hereof by Sublandlord or an eviction of Subtenant or entitle Subtenant to an abatement of any of the rent due under this Sublease, except and only to the extent that Sublandlord receives an abatement under the Prime Lease with respect thereto.

(b) Additional Services . If Subtenant desires after-hours heating, ventilation and air-conditioning or other non-standard services, Subtenant shall request the same directly from Landlord; provided, however, that if Sublandlord is required by Landlord to request the services for the benefit of Subtenant, Sublandlord shall use commercially reasonable efforts to notify Landlord of the same. If Landlord does not bill Subtenant directly for such additional services, Subtenant acknowledges and agrees that it shall be required to pay such costs as Additional Rent.

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9. Parking . Sublandlord agrees that, during the