S-3

As filed with the Securities and Exchange Commission on December 20, 2002

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

Under

The Securities Act Of 1933

IMPCO TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	91-1039211
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

16804 Gridley Place

Cerritos, California 90703

(562) 860-6666

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Robert M. Stemmler

President and Chief Executive Officer

16804 Gridley Place

Cerritos, California 90703

(562) 860-6666

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications to be sent to:

Marcus J. Williams

Troy T. Bailey

DAVIS WRIGHT TREMAINE LLP

2600 Century Square

1501 Fourth Avenue

Seattle, Washington 98101-1688

(206) 622-3150

Approximate date of commencement of proposed sale to the public:    From time to time after the effectiveness of this registration statement as determined by market conditions.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Common Stock, $.001 par value	2,309,470	$4.26	$9,838,342	$905

(1) Pursuant to Rule 416 of the Securities Act of 1933, this Registration Statement also covers a presently indeterminate number shares of common stock issuable upon the occurrence of a stock split, stock dividend, or other similar transaction.

(2) Estimated pursuant to Rule 457(c) of the Securities Act solely for the purpose of calculating the amount of the registration fee, based upon the average of the high and low sale prices reported on December 19, 2002, as reported on the Nasdaq National Market.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission becomes effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 20, 2002

PROSPECTUS

LOGO OF IMPCO TECHNOLOGIES, INC.

2,309,470 Shares of Common Stock

This prospectus relates to the offer and sale of 2,309,470 shares of our common stock by the selling stockholders. These shares may be offered and sold from time to time by the selling stockholders specified in this prospectus or their successors in interest. Information about the selling stockholders, and the times and manner in which they may offer and sell shares of our common stock under this prospectus, is provided under “Selling Stockholders” and “Plan of Distribution” in this prospectus. We will not receive any proceeds from the sale of these shares by the selling stockholders under this prospectus, but we have agreed to bear the expenses of registration of the shares offered by this prospectus.

Our common stock is traded on the Nasdaq National Market under the symbol “IMCO. “ On December 19, 2002, the reported last sale price of our common stock on the Nasdaq National Market was $4.15 per share.

You should consider the risks which we have described in “ Risk Factors” beginning on page 4 before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is December     , 2002

IMPCO, BEAM, Eclipse, GARRETSON and Spectrum are trademarks of IMPCO Technologies, Inc. This prospectus contains trademarks and trade names of other companies. Unless otherwise indicated, the references in this prospectus to the “Company,” “IMPCO,” “we,” “us,” and “our” refer to IMPCO Technologies, Inc., a Delaware corporation, its predecessors, operating divisions and subsidiaries.

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS	1
FORWARD-LOOKING STATEMENTS	1
OUR COMPANY	1
RISK FACTORS	4
ISSUANCE OF SECURITIES TO THE SELLING STOCKHOLDERS	13
USE OF PROCEEDS	13
SELLING STOCKHOLDERS	14
PLAN OF DISTRIBUTION	14
LEGAL MATTERS	16
EXPERTS	17
WHERE YOU CAN FIND MORE INFORMATION	17
INCORPORATION OF DOCUMENTS BY REFERENCE	17

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, which we refer to as the Commission, using the Commission’s shelf registration rules. Under the shelf registration rules, using this prospectus and, if required, one or more prospectus supplements, the selling stockholders identified in this prospectus or any prospectus supplement may sell from time to time, in one or more offerings, up to 2,309,470 shares of common stock. A prospectus supplement may add, update or change information contained in this prospectus. You should read this prospectus, any applicable prospectus supplement and the additional information described below under “Where You Can Find More Information” before making an investment decision.

Market information in this prospectus and the incorporated documents is based generally on company estimates and not third party sources.

FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference herein contain forward-looking statements that involve risks and uncertainties. These forward-looking statements are not historical facts but rather are based on management’s current expectations, estimates and projections about our industry, our beliefs and assumptions. We use words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,” “estimate” and variations of these words and similar expressions in part to help identify forward-looking statements. These statements are not guarantees of future performance and are subject to various risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecast in the forward-looking statements. These risks and uncertainties include those described in “Risk Factors” and elsewhere in this prospectus and in the documents incorporated by reference in this prospectus. You should not place undue reliance on these forward-looking statements, and you should recognize that these statements reflect our view only as of the date of this prospectus.

OUR COMPANY

We design, manufacture and supply components that store gaseous fuels and monitor and control the pressure and flow of those fuels for use in internal combustion engines. Historically, most of our revenues have been derived from the sale of products that enable traditional internal combustion engines to run on clean burning alternative fuels such as propane and natural gas instead of gasoline. Based on over 43 years of development and expertise in producing cost-effective, safe, and durable fuel technology systems for engines, we believe that we are positioned to provide enabling products and technologies in the alternative fuel industry with its worldwide market potential.

On July 23, 2002 we spun off our Quantum division to our stockholders by distributing one share of Quantum Fuel Systems Technologies Worldwide, Inc., common stock for every share of IMPCO common stock to holders of record as of July 5, 2002. Since July 23, 2002 we no longer own any interest in Quantum, and we are no longer involved in developing and marketing fuel cell technologies, although we have entered into a strategic alliance agreement with Quantum under which we and Quantum may use jointly developed technologies in our respective markets. Readers should note that financial data that includes periods before the end of our first fiscal quarter on July 31, 2002 may not present a meaningful comparison with periods after that date.

Since the Quantum spinoff, our operations are divided into two reporting segments: Gaseous Fuel Products and International Operations. Our Gaseous Fuel Products division sells products, including parts and conversion systems, for applications in the transportation, material handling, stationary and portable power generator and general industrial markets. Our International Operations in Asia, Australia, Europe, India, Japan and Mexico provide distribution for our Gaseous Fuel Products division and to conduct some product assembly on engines.

Under our strategic alliance agreement with Quantum we will work with Quantum to identify and conduct research and development programs of mutual interest. As part of those research and development activities, we

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may develop, solely or jointly with Quantum, technology and products. The other purpose of this relationship is to provide us access to Quantum’s advanced technology products, including the CNG storage tanks, fuel injectors, in-tank regulators and other products, for use in automotive, bus and truck and industrial aftermarket applications and in the bus and truck and industrial original equipment manufacturers, or OEM markets.

We believe that the Quantum spinoff and the ongoing alliance will expedite the commercialization and integration of advanced gaseous storage and handling systems and products into broader global alternative fuel markets, including automotive after-market, material handling, portable and stationary internal combustion engine-based power generation, and general industrial markets. In addition, we believe that the spin-off will enable each company to optimize its growth strategies as a separate, stand-alone entity, based on their respective capitalization and financing requirements, acquisition strategies, working capital requirements, projected cash flows from operations and credit ratings.

In March 2002, we announced a teaming agreement with Lotus Engineering to accelerate development of advanced internal combustion engine technology designs and products that use clean-burning gaseous fuels such as natural gas and propane in vehicles and equipment. We believe this development project will enhance engine performance and significantly reduce emissions. Lotus Engineering’s core competencies include engine and vehicle engineering and technology. We expect this alliance to provide us access to over 900 engineering professionals experienced in engine technology, suspension and vehicle integration.

On May 8, 2002, we sold 1,500,000 shares of our common stock to institutional and accredited investors at a purchase price of $12.50 per share, for gross proceeds of $18.75 million. We are expected to use the proceeds of this offering for potential acquisitions, debt repayment, and general corporate purposes; however, owing to a delay in effecting the Quantum spinoff, we were forced to use a portion of these proceeds to fund Quantum’s continuing operations until its separation from our core business.

On October 3, 2002, we entered into an option agreement that, if exercised, would permit us to acquire 50% of the currently outstanding equity interests of B.R.C. Societá a Responsabilitá Limitata, an Italian limited liability (“BRC”). As consideration for the option, we (i) paid US$1,500,000 in cash on October 3, 2002 and (ii) issued 2,309,470 shares of common stock on November 29, 2002, which equals approximately 16% of our outstanding common stock on a pre-transaction basis. The shares were issued in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Regulation S, and on the exemption from registration afforded to private placements under Section 4(2) of the Securities Act. Of the shares issued to the BRC equity holders, 1,662,818, or 72%, are subject to a lockup agreement that restricts their resale until certain dates beginning in August 2003.

To exercise the option, we must give notice in writing to BRC between January 1 and January 15, 2003. Upon exercise, we must pay an additional US$4,250,000 plus €1,050,000 in cash no later than January 31, 2003, and must pay an additional US$7,000,000 (subject to reduction if certain conditions are not met with respect to BRC’s accounts receivable collections) before September 30, 2003.

We believe the option affords us a valuable strategic opportunity, and if exercised, that we would recognize significant benefits. M.T.M. S.r.l., a subsidiary of BRC, has been developing, manufacturing and marketing alternative gaseous fuel products and systems for automobiles for more than twenty years. The BRC name is widely known as a leader in automotive gaseous-fuel technology with a strong presence in over fifty countries. We believe this alliance with BRC will enable us to expand our position in most end user markets throughout the world. In addition, we anticipate that the manufacturing strengths of BRC, coupled with the additional product volume we hope to derive from the relationship, should result in significant productivity improvements. Furthermore, we believe that this alliance places us in the

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position to exploit our combined technology and product strengths through a strong global representation in the rapidly growing alternative fuels industry.

Our fiscal year has traditionally ended on April 30, and our fiscal quarters on July 31, October 31 and January 31. On November 14, 2002 we changed our fiscal year so that, effective on January 1, 2003 our fiscal year will be the calendar year. As a result, we filed a Quarterly Report on Form 10-Q on December 16, 2002 for the quarterly period ended October 31, 2002, and we expect to file a transitional annual report on Form 10-K on or before March 31, 2003 for the transitional period ending December 31, 2002. As of October 31, 2002, we had approximately 350 full-time employees. We were incorporated in Delaware in October 1985. Our principal executive offices are located at 16804 Gridley Place, Cerritos, California 90703, and our telephone number at that location is (562) 860-6666.

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RISK FACTORS

An investment in shares of our common stock involves a high degree of risk. You should consider carefully the following information about these risks, together with the other information contained in this prospectus, before you decide to buy our common stock. If any of the following risks actually occur, our business, results of operations and financial condition would likely suffer. In these circumstances, the market price of our common stock could decline, and you may lose all or part of your investment.

We have completed a series of financing transactions that, if aggregated under Nasdaq rules, would require us to obtain stockholder approval.

Under Nasdaq corporate governance rules, a company with securities listed on the Nasdaq National Market generally must obtain stockholder approval before issuing securities that aggregate to 20% or more of the issuer’s outstanding common stock if the sale price is less than the greater of book or market value.

In January 2002, we issued 2,000,000 shares of common stock, which amounted to approximately 19% of our then outstanding common stock, at a price of $11.25 per share, which was an 11% discount to the then current market price of our common stock. The transaction was structured as a private placement to institutional and accredited investors and included warrants to purchase 200,000 shares of our common stock at an exercise price 18% greater than the market price. The purpose of this transaction was to raise additional working capital.

On May 8, 2002 we sold 1,500,000 shares of our common stock at a price of $12.50 per share, yielding gross proceeds of $18.75 million. The issue price in this offering represented a 1% discount to the closing price of our common stock on that date. We issued these shares in a private placement to provide working capital, to address a potential acquisition strategy and to reduce our debt, although, owing to a delay in our effecting the Quantum spinoff we found it necessary to use a portion of those proceeds to fund our combined operations until the spinoff was completed on July 23, 2002.

On October 3, 2002 we entered into an option agreement to acquire an equity interest in BRC pursuant to which we issued 2,309,470 shares of common stock, amounting to 16% of our outstanding common stock, to the selling stockholders at an effective price of $4.33 per share, representing a 60% premium over the then current market price and a 7% discount from book value per share as of July 31, 2002 (unaudited).

If the Nasdaq were to take the position that one or more of these issuances should be integrated with one or more other transactions, we would have violated the Nasdaq rules requiring stockholder approval. We believe that the offer and sale of our common stock in these transactions should not be integrated under the Commission’s guidance respecting integration of multiple sales. However, we have not obtained any formal guidance from Nasdaq to that effect. If Nasdaq were to determine that the offer and sale of our common stock in these transactions requires stockholder approval, Nasdaq could halt trading of our common stock and initiate delisting of our common stock from the Nasdaq National Market. A delisting by Nasdaq, if it were to occur, would materially impair the liquidity of our securities and would adversely affect the trading price of our common stock.

We have completed a series of financing transactions that we treated as exempt from federal securities registration and, if those transactions were aggregated, we might face rescission liability to certain stockholders and potential enforcement action from the Commission.

The sale of our common stock in the May 8, 2002 private placement transaction occurred less than six months after our January 2002 private placement and the resale registration statement on Form S-3 relating to the shares and warrants issued in the January private placement remained effective at the time of the May transaction. As a result, the two private placements do not fall within the six month safe-harbor provided by Regulation D promulgated under the Securities Act to avoid potential integration of the offerings. As a result, there is a risk that investors in either offering may claim that the May private placement should be integrated with the January

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private placement and that, as a result, they would be entitled to rescission of that purchase. If the Commission were to take a similar position, we also might be subject to enforcement proceedings for failing to effect a registration of this transaction in violation of Section 5 of the Securities Act.

Similarly, the issuance of common stock to the selling stockholders on November 29, 2002 was pursuant to an agreement reached with the selling stockholders on October 3, 2002, less than six months after the May 8, 2002 private placement and at a time when the registration statement for the resale of shares issued in the May transaction remained effective. This issuance was effected under the exemption from registration provided in Regulation S of the Securities Act for certain sales to persons not resident in the United States, and under the exemption for private placements afforded by Section 4(2) of the Securities Act. Although the issuance of the shares was more than six months after the May 2002 private placement transaction, the agreement under which the shares were issued was less than six months after that transaction and, as a result, the Commission or one or more of the purchasers in either the May 2002 or the November 2002 issuance (or both) might take the position that the sales should be integrated and that the private placement exemption is unavailable. If such a person were to prevail on that argument, and if we were found not to have perfected a Regulation S exemption, we might face rescission liability to the purchasers or enforcement action by the Commission.

We do not believe that the offer and sale of our common stock in the January or May 2002 transactions, or the issuance of common stock to the selling stockholders, should be integrated or treated as a single offering, and we believe that the offer and sale of our common stock to the selling stockholders is exempt from registration under the Securities Act owing both to the private placement exemption and to the Regulation S exemption. However, if a court were to determine otherwise, then the selling stockholders as well as investors in the January and May private placements may be entitled to recover the consideration paid for the shares they purchased with interest thereon, or for damages (if the investor no longer owns the shares).

We may be unable to raise sufficient cash to fund our exercise of the option to acquire the BRC interest.

Our option to acquire the BRC interest must be exercised sometime between January 1 and January 15, 2003, and on or before January 31, 2003 we must make payments amounting to US$4,050,000 plus €1,250,000. Additionally, on or before September 30, 2003 we must make a final payment of US$7,000,000 (subject to certain reductions based upon BRC’s accounts receivable collections). We do not presently have sufficient current assets to pay the exercise price, nor do we have committed sources of additional capital to fund the acquisition. While we are presently negotiating for the capital that would be required to permit us to exercise the option, we do not yet have a commitment from any debt or equity funding source, and we cannot make assurances that the necessary funding will be available on satisfactory terms, or at all. If we cannot (or elect not to) exercise the option we will be required to make an additional cash payment of US$2,800,000.

We may not be able to meet the terms and conditions of the Bank of America long-term financing arrangement.

At October 31, 2002, approximately $13.2 million was outstanding under our revolving line of credit with Bank of America. In June 2002, the credit, term loan and capital expenditure and lease facilities with Bank of America was amended to reduce the available line of credit from $9.5 million to $8.0 million by June 30, 2002 and to $7.0 million by September 30, 2002. The amendment also extended the maturity date of our line of credit and term loans to May 31, 2003. In addition, the amended facility also provides for a $1.0 million non-revolving line of credit for future capital expenditures. The Bank of America facility is secured by substantially all of our assets. For the most recent description of our indebtedness, please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the fiscal year ended April 30, 2002, our Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2002, and any future Forms 10-Q and 10-K which we file, which are incorporated by reference in this prospectus. Subject to certain restrictions set forth in our credit facility, we may incur additional indebtedness in the future, including indebtedness incurred to finance, or which is assumed in connection with, acquisitions. In the future, we may renegotiate or refinance our revolving line of credit with Bank of America with agreements that have different or more stringent terms or split our Bank of America facility into two or more facilities with different terms. The level of our indebtedness could:

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• limit cash flow available for general corporate purposes, such as acquisitions and capital expenditures, due to the ongoing cash flow requirements for debt service;

• limit our ability to obtain, or obtain on favorable terms, additional debt financing in the future for working capital, capital expenditures or acquisitions;

• limit our flexibility in reacting to competitive and other changes in the industry and economic conditions generally;

• expose us to a risk that a substantial decrease in net operating cash flows due to economic developments or adverse developments in our business could make it difficult to meet debt service requirements; and

• expose us to risks inherent in interest rate fluctuations because the existing borrowings are and any new borrowings may be at variable rates of interest, which could result in higher interest expense in the event of increases in interest rates.

Our ability to make scheduled payments of principal of, to pay interest on, or to refinance our indebtedness and to satisfy our other debt obligations will depend upon our future operating performance, which may be affected by general economic, financial, competitive, legislative, regulatory, business and other factors beyond our control. We cannot control many of these factors, such as the economic conditions in the markets in which we operate and initiatives taken by our competitors. In addition, there can be no assurance that future borrowings or equity financing will be available for the payment or refinancing of our indebtedness. If we are unable to service our indebtedness, whether in the ordinary course of business or upon acceleration of such indebtedness, we may be forced to pursue one or more alternative strategies, such as restructuring or refinancing our indebtedness, selling assets, reducing or delaying capital expenditures or seeking additional equity capital. There can be no assurance that any of these strategies could be effected on satisfactory terms, if at all.

Our spin-off of our Quantum subsidiary is subject to tax risks for us and our stockholders, including restrictions on our or Quantum’s issuance of equity securities in order to maintain the tax-free status of the spin-off.

At the time of our spin-off of Quantum on July 23, 2002 we received an opinion of Morrison & Foerster LLP to the effect that the spin-off was tax-free to our stockholders for federal income tax purposes. The opinion of Morrison & Foerster LLP is not binding on the Internal Revenue Service and no assurance can be given that the Internal Revenue Service or the courts will agree with their opinion. The opinion was also subject to specific assumptions and the accuracy and completeness of specific factual representations and statements made by us and Quantum, and we are subject to certain limitations on changes in our capital structure following the Quantum transaction. If these assumptions, representations or statements are incorrect or incomplete in any material respect, the conclusions set forth in the opinion may not be correct. Similarly, we can provide no assurances that our issuance of stock to the selling stockholders will not adversely impact the tax-free character of the Quantum spin-off.

Even if the spin-off is tax-free to our stockholders, it will be taxable to us if Section 355(e) of the Internal Revenue Code applies to the spin-off. Section 355(e) of the Internal Revenue Code will apply if 50% or more of our stock or Quantum stock, by vote or value, is acquired by one or more persons, other than our historic stockholders who receive Quantum common stock in the spin-off, acting pursuant to a plan or a series of related transactions that includes the spin-off. We cannot provide you any assurance that Section 355(e) of the Internal Revenue Code will not apply to the spin-off. Risk of the applicability of Section 355(e) of the Internal Revenue Code may also discourage, delay or prevent a merger, change of control, or other strategic or capital raising transactions involving our outstanding equity or issuance of new equity.

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We cannot predict the long-term impact of our recent cost reduction measures.

In the second fiscal quarter of our 2002 fiscal year, we implemented measures in an effort to reduce costs. These measures included reductions in our workforce and consolidation of facilities. We cannot predict with any certainty the long-term impact of our workforce reductions and any reductions we may be compelled to make in the future. Reductions in our workforce could make it difficult to motivate and retain remaining employees, which would affect our ability to deliver our products in a timely fashion and otherwise negatively affect our business.

The growth of the alternative fuel market will have a significant impact on our business.

Our future success depends on the continued expansion of the alternative fuel industry, which has not yet expanded broadly. In the United States and certain of our other target markets, alternative fuel such as natural gas currently cannot be readily obtained by consumers for motor vehicle use and only a small percentage of motor vehicles manufactured in 2001 was equipped to use alternative fuels. We cannot assure you that the market for gaseous alternative fuel engines will expand broadly or, if it does, that it will result in increased sales of our advanced fuel system products. In addition, we have designed many of our products for alternative fuel vehicles powered by internal combustion engines, but not currently for alternative power sources, such as electricity or alternate forms of those power sources. If the major growth in the alternative fuel market relates solely to those power sources, our revenues may not increase and may decline.

Users of gaseous alternative fueled vehicles may not be able to obtain fuel conveniently and affordably, which may adversely affect the demand for our products.

Vehicles and equipment powered by gaseous alternative fuels currently run primarily on natural gas or propane. The construction of a distribution system to deliver natural gas and propane will require significant investment by third parties. An adequate fuel distribution infrastructure may not be built. We are relying on third parties, most of which are committed to the existing gasoline infrastructure, to build this infrastructure. If these parties build a fuel distribution infrastructure, the fuel delivered through it, both due to the cost of the delivery system and the cost of the fuel itself, may have a higher price than users are willing to pay. If users cannot obtain fuel conveniently or affordably, a mass market for vehicles and equipment powered by gaseous alternative fuels or fuel cells is unlikely to develop.

Our ability to attract customers and sell products successfully in the alternative fuel industry also depends on a price differential between liquid fuels, such as petroleum and gasoline, and gaseous fuels, such as propane and natural gas. This price differential may not exist. Should this differential narrow or disappear, it could adversely affect the demand of our products.

We currently face and will continue to face significant competition, which could result in a decrease in our revenue.

We currently compete with companies that manufacture products to convert internal combustion engines operating on liquid fuels to gaseous fuels. Increases in the market for alternative fueled vehicles may cause automobile or engine manufacturers to develop and produce their own fuel conversion or fuel management equipment rather than purchasing the equipment from suppliers such as us. In addition, greater acceptance of alternative fuel engines may result in new competitors. Should any of these events occur, the total potential demand for our products could be adversely affected and cause us to lose existing business.

We face risks associated with marketing, distributing and servicing our products internationally.

We currently operate in Australia, Europe, India, Japan and Mexico and market our products and technologies in other international markets, including both industrialized and developing countries. Our international operations are subject to various risks common to international activities, such as the following:

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• exposure to currency fluctuations;

• managing potential difficulties in enforcing contractual obligations and intellectual property rights;

• the burden of complying with a wide variety of laws and regulations, including product certification, environmental and import and export laws;

• political instability; and

• difficulties collecting international accounts receivable.

Any significant increase in the value of the dollar against currencies in foreign markets in which we do business may impact negatively our competitiveness in international markets.

Our business may be subject to product liability claims, which could be expensive and could result in a diversion of management’s attention.

The automotive industry experiences significant product liability claims. As a supplier, we face an inherent exposure to product liability claims if our products (or the equipment into which our products are incorporated) malfunction, resulting in personal injury or death. We may be named in product liability claims even if there is no evidence that our systems or components caused a loss. Product liability claims could result in significant losses from defense costs or damages awards. The sale of systems and components for the transportation industry entails a high risk of these claims. In addition, we may be required to participate in a recall involving these systems if any of our systems prove to be defective, or we may voluntarily initiate a recall or make payments related to such claims as a result of various industry or business practices or the need to maintain good customer relationships. Each of these actions would likely harm our reputation and lead to substantial expense. We cannot assure you that our product liability insurance will be sufficient to cover all product liability claims, that such claims will not exceed our insurance coverage limits or that such insurance will continue to be available on commercially reasonable terms, if at all. Any product liability claim brought against us could have a material adverse effect on our reputation and business.

Our business may become subject to future product certification regulations which may impair our ability to market our products.

We must obtain product certification from governmental agencies, such as the Environmental Protection Agency and the California Air Resources Board, to sell certain of our products in the United States. A significant portion of our future sales will depend upon sales of fuel management products that are certified to meet existing and future air quality and energy standards. We cannot assure you that our products will continue to meet these standards. The failure to comply with these certification requirements could result in the recall of our products, civil penalties or criminal penalties.

Any new government regulation that affects our advanced fuel technologies, whether at the foreign, federal, state or local level, including any regulations relating to installation and servicing of these systems, may increase our costs and the price of our systems. As a result, these regulations may have a negative impact on our revenues and profitability and thereby harm our business, prospects, results of operations or financial condition.

New technologies could render our existing products obsolete.

New developments in technology may negatively affect the development or sale of some or all of our products or make our products obsolete. Our inability to enhance existing products in a timely manner or to develop and introduce new products that incorporate new technologies, conform to increasingly stringent emission standards and performance requirements, and achieve market acceptance in a timely manner could negatively impact our competitive position. New product development or modification is costly; involves significant research,

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development, time and expense; and may not necessarily result in the successful commercialization of any new products.

We depend on our intellectual property, and our failure to protect that intellectual property could adversely affect our future growth and success.

We rely on patent, trademark and copyright law, trade secret protection, and confidentiality and other agreements with our employees, customers, partners and others to protect our intellectual property. However, some of our intellectual property is not covered by any patent or patent application and, despite our precautions, it may be possible for third parties to obtain and use our intellectual property without authorization.

We do not know whether any patents will be issued from our patent applications, whether the reissue examination will be in our favor, or whether the scopes of our issued patents are sufficiently broad to protect our technologies or processes. Moreover, patent applications and issued patents may be challenged or invalidated. We could incur substantial costs in prosecuting or defending patent infringement suits. Furthermore, the laws of some foreign countries may not protect intellectual property rights to the same extent as do the laws of the United States. For instance, it may be difficult for us to enforce certain of our intellectual property rights against third parties who may have inappropriately acquired interests in our intellectual property rights by filing unauthorized trademark applications in foreign countries to register the marks that we use because of their familiarity with our worldwide operations.

As part of our confidentiality procedures, we generally have entered into non-disclosure agreements with our employees, consultants and corporate partners and have attempted to control access to and distribution of our technologies, documentation and other proprietary information. We plan to continue these procedures. Despite these procedures, third parties could copy or otherwise obtain and make unauthorized use of our technologies or independently develop similar technologies. The steps we have taken and that we may take in the future may not prevent misappropriation of our solutions or technologies, particularly in foreign countries where laws or law enforcement practices may not protect our proprietary rights as fully as in the United States.

We cannot assure you that we will be successful in protecting our proprietary rights. Any infringement on any of our intellectual rights, could have an adverse effect on our ability to develop and sell successfully commercially competitive systems and components.

If third parties claim that our products infringe their intellectual property rights, we may be forced to expend significant financial resources and management time and our operating results would suffer.

Third parties may claim that our products and systems infringe on third-party patents and other intellectual property rights. Identifying third-party patent rights can be particularly difficult, especially since patent applications are not published until 18 months after their filing dates. In the event a competitor were to challenge our patents, or assert that our products or processes infringe its patent or other intellectual property rights, we could incur substantial litigation costs, be forced to make expensive products, pay substantial damages, or even be forced to cease our operations. Third-party infringement claims, regardless of their outcome, would not only drain our financial resources but also divert the time and effort of our management and could result in our customers or potential customers deferring or limiting their purchase or use of the affected products or services until resolution of the litigation.

We depend on third-party suppliers for the supply of key materials and components for our products.

We have established relationships with third-party suppliers, which provide materials and components for our products. A supplier’s failure to supply materials or components in a timely manner or to supply materials and components that meet our quality, quantity or cost requirements, combined with a delay in our ability to obtain substitute sources for these materials and components in a timely manner or on terms acceptable to us, would

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harm our ability to manufacture our products or would significantly increase our production costs, which could negatively impact our results of operations and business.

Potential fluctuations in our financial results could cause our stock price to decline.

Our revenue and operating results are subject to annual and quarterly fluctuations as a result of a variety of factors, including the following:

• budget cycles and funding arrangements of governmental agencies;

• purchasing cycles of fleet operators and other customers;

• the uncertainty of timing of deliveries of vehicles and other equipment on which our products are installed;

• the timing of implementation of government regulations promoting the use of our products; and

• general economic factors.

It is possible that our operating results in one or more future quarters may fall below the expectations of securities analysts and investors. If this occurs, the trading price of our common stock might be materially and adversely affected.

We could lose or fail to attract the personnel necessary to run our business.

Our success depends in large part on our ability to attract and retain key management, engineering, scientific, manufacturing and operating personnel. We lost some of our executive management in the Quantum spinoff, and it will take time for us to hire or train replacement personnel. Recruiting personnel for the industries in which we engage is highly competitive, and the failure to attract or retain qualified personnel could have a material adverse effect on our business.

Our business could be harmed if we fail to meet OEM specifications.

We offer integrated alternative fuel systems, which include tanks, brackets, electronics, software and other components required to allow these products to operate in alternative fuel applications. Customers for these systems require that these products meet strict OEM standards. Our compliance with these requirements has resulted in increased development, manufacturing, warranty and administrative costs. A significant increase in these costs could adversely affect our profitability. If we fail to meet OEM specifications on a timely basis, our relationships with OEMs may be harmed.

We may be subject to increased warranty claims.

In response to consumer demand, OEM, vehicle and industrial equipment manufacturers have been providing, and may continue to provide, increasingly longer warranty periods for their products. As a consequence, these manufacturers require their suppliers, such as us, to provide correspondingly longer product warranties. As a result, we could incur substantially greater warranty claims in the future.

We may experience unionized labor disputes at OEM facilities.

As we become more dependent on vehicle conversion programs with OEMs, we will become increasingly dependent on OEM production and the associated labor forces at OEM sites. Labor unions represent most of the labor forces at OEM facilities. Labor disputes could occur at OEM facilities, which could adversely impact our direct OEM product sales. For example, in 1998, as a result of a strike at one of our OEM’s facilities, we

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experienced lower sales of our products used in General Motors pick-up trucks than we had expected for our 1999 fiscal year.

Changes in environmental policies could hurt the market for our products.

The market for alternative fueled vehicles and equipment, and the demand for our products are driven, to a significant degree, by local, state and federal regulations in the United States that relate to air quality and require the purchase of motor vehicles and equipment operating on alternative fuels. Similarly, foreign governmental regulations also affect our international business. These laws and regulations may change, which could result in transportation or equipment manufacturers abandoning their interest in alternative fueled powered vehicles. In addition, a failure by authorities to enforce current domestic and foreign laws or to adopt additional environmental laws could reduce the demand for our products.

Although many governments have identified as a significant priority the development of alternative energy sources, we cannot assure you that governments will not change their priorities or that any change they make would not materially affect our revenue or the development of our products.

We may be subject to litigation if our stock price is volatile.

Our common stock has experienced in the past, and may experience in the future, price and volume fluctuations. Many factors may cause the market price for our common stock to decline, perhaps substantially, following this offering, including the following:

• failure to meet our product development and commercialization milestones;

• demand for our common stock;

• failure of our revenue and operating results to meet the expectations of securities analysts or investors in any quarter;

• downward revisions in securities analysts’ estimates or changes in general market conditions;

• technological innovations by competitors or in competing technologies;

• investor perception of our industry or our prospects; or

• general technology or economic or regulatory trends.

In the past, companies that have experienced declines in the market price of their stock have been the subject of securities class action litigation. We may become involved in a securities class action litigation in the future. Litigation of this type often results in substantial costs and a diversion of management’s attention and resources, which could harm our business, prospects, results of operations or financial condition.

Provisions of Delaware law and of our charter and bylaws may make a takeover more difficult.

Provisions in our certificate of incorporation and bylaws and in the Delaware corporation law may make it difficult and expensive for a third party to pursue a tender offer, change in control or takeover attempt that our management and Board of Directors oppose. Public stockholders that might desire to participate in one of these transactions may not have an opportunity to do so. We also have a staggered Board of Directors, which makes it difficult for stockholders to change the composition of the Board of Directors in any one year. These anti-takeover provisions could substantially impede the ability of public stockholders to benefit from a change in control or to change our management and Board of Directors.

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We have a stockholder protection rights agreement that provides for a dividend of one right for each outstanding share of our common stock. Upon the occurrence of some events, including a person or entity’s acquisition of 15% or more of our common stock, each right will entitle the holder to purchase, at an exercise price of $45 per share, common stock with a value equal to twice the exercise price, which could cause substantial dilution. The rights agreement may have the effect of deterring, delaying or preventing a change in control that might otherwise be in the best interests of our stockholders.

Future sales of our common stock could adversely affect our stock price.

Substantial sales of our common stock, including shares issued upon exercise of our outstanding options, in the public market or the perception by the market that these sales could occur, could lower our stock price or make it difficult for us to raise additional equity. As of December 20, 2002, we had 16,452,506 shares of common stock outstanding. Of these shares, 14,788,689 shares are currently freely tradable. In addition, the shares registered hereby will be freely tradable upon their sale pursuant to this prospectus. Furthermore, as of December 20, 2002, up to 2,078,493 shares were issuable upon the exercise of options and up to 300,000 shares were issuable upon exercise of warrants outstanding as of that date, and those shares may become available for sale in the public markets. In the case of outstanding options and warrants that have exercise prices less than the market price of our common stock from time to time, investors would experience dilution. We cannot predict if future sales of our common stock, or the availability of our common stock for sale, will harm the market price of our common stock or our ability to raise capital by offering equity securities.

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ISSUANCE OF SECURITIES TO THE SELLING STOCKHOLDERS

On November 29, 2002 we issued 2,309,470 shares of common stock pursuant to an option agreement as partial consideration for our purchase of an option to acquire 50% of the outstanding equity interests of BRC. These 2,309,470 shares of common stock were issued to stockholders in reliance on the exemption from the registration requirements of the 1933 Act provided by Regulation S, and by the exemption afforded to private placement transactions under Section 4(2) of the Securities Act. In connection with the agreement with the selling stockholders, we agreed to file a registration statement covering the resale of the shares of common stock and to prepare and file amendments and supplements to the registration statement to the extent necessary to keep the registration statement effective until the date on which all of the shares offered by this prospectus have been sold.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the shares offered by this prospectus. The selling stockholders will receive all of the proceeds from the sale of the shares being offered by the selling stockholders.

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SELLING STOCKHOLDERS

We are registering all of the shares of common stock covered by this prospectus for reoffers and resales by the selling stockholders. The table below sets forth specific information as of December 20, 2002, with respect to the number of shares of our common stock owned by each selling stockholder. The information set forth below is based on information provided by or on behalf of the selling stockholders. The selling stockholders and holders listed in any supplement to this prospectus, and any transferees, pledgees, donees or successors to these persons, may from time to time offer and sell, pursuant to this prospectus and any subsequent prospectus supplement, any or all of these shares. Any supplement to this prospectus may contain additional or varied information about the selling stockholders and/or additional holders, and any of their transferees, pledgees, donees or successors, the names of natural persons with voting or investment control over the shares offered, and the aggregate number of the shares owned by each person that they are offering. This information will be obtained from the selling stockholders and/or additional holders.

Because the selling stockholders may offer all, some or none of the shares of our common stock listed below, no estimate can be given as to the amount or percentage of our common stock that will be held by the selling stockholders upon termination of any of the sales. Of the shares issued to the selling stockholders, 1,662,818 shares are subject to a lockup agreement that places certain restrictions on resale of the shares until certain dates beginning on August 1, 2004 and ending on February 1, 2006. Subject to the limits imposed by the lockup agreement, the selling stockholders may have sold, transferred or otherwise disposed of all or a portion of their shares of common stock in transactions exempt from the registration requirements of the Securities Act since the date on which they provided to us the information regarding their shares of common stock. See “Plan of Distribution.”

None of the selling stockholders has held any position or office or had any other material relationship with us or any of our predecessors or affiliates within the past three years other than as a result of the ownership of our securities, although upon exercise of the option the selling stockholders collectively have certain rights to appoint one member of our board of directors.

The shares of common stock offered by this prospectus may be offered from time to time by the selling stockholders named below:

Name and Address of Selling Stockholder(1)	Number of Shares of Common Stock Owned Prior to Offering	Common Stock Offered Hereby	Number of Shares of Common Stock Owned After Offering(2)	Percentage of Outstanding Common Stock Owned After Offering(3)
Mrs. Carla Borgogno	123,095	123,095	-0-	*
Mr. Mariano Costamagna	1,031,640	1,031,640	-0-	*
Mr. Pier Antonio Costamagna	1,031,640	1,031,640	-0-	*
Mrs. Bruna Giachino	123,095	123,095	-0-	*
TOTAL	2,309,470	2,309,470	-0-	*

(1) Address for all selling stockholders is c/o Studio Tibaldi Giruado, via S. Margherita 8, Alba (CN) (Italy).

(2) This prospectus relates to the sale by the selling stockholders of all shares of our common stock issued to them in connection with the option agreement. Notwithstanding the preceding sentence, 1,662,817 shares, representing 72% of the issuance, are subject to certain contractual restrictions on resale pursuant to a lockup agreement that expires on certain dates beginning on August 1, 2004.

(3) Assumes sale by the selling stockholders of all shares offered under this prospectus.

PLAN OF DISTRIBUTION

We will pay all expenses incurred in connection with the registration of the shares covered by this prospectus. Brokerage commissions, underwriters’ fees, discounts and commissions and similar selling expenses, if any, attributable to the sale of the shares covered by this prospectus will be borne by the selling stockholders.

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The selling stockholders may sell the common stock offered by this prospectus to one or more underwriters or dealers for public offering, through agents, directly to purchasers or through a combination of any such methods of sale. However, offers and sales of shares made with this prospectus must comply with the terms of the lock-up agreement executed by each selling stockholder described below. The name of the underwriter, dealer or agent involved in the offer and sale of the common stock, the amounts underwritten and the nature of its obligation to take the common stock will be provided in the applicable prospectus supplement.

When used in this prospectus, the term “selling stockholders” includes donees, pledgees, transferees or other successors-in-interest selling shares received after the date of this prospectus from a selling stockholder as a gift, pledge, partnership distribution or other non-sale related transfer. The selling stockholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. The shares covered by this prospectus may be offered and sold from time to time by the selling stockholders on the Nasdaq National Market or otherwise at prices and on terms then prevailing or at prices related to the then-current market price and by one or more of, or a combination of, the following methods:

• purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus;

• ordinary brokerage transactions and transactions in which the broker solicits purchasers;

• block trades in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

• an over-the-counter distribution in accordance with the rules of the Nasdaq National Market;

• in privately negotiated transactions; and

• in options transactions.

In addition, any shares that qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than pursuant to this prospectus.

In connection with distributions of the shares or otherwise, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of the common stock in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also sell the common stock short and redeliver the shares to close out such short positions. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The selling stockholders may also pledge shares to a broker-dealer or other financial institution, and, upon a default, such broker-dealer or other financial institution may effect sales of the pledged shares pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The selling stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their securities, nor is there an underwriter or coordinating broker acting in connection with the proposed sale of the shares by the selling stockholders. Upon notification to us by a selling stockholder that any arrangement has been entered into with a broker or dealer for the sale of shares through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act, disclosing:

• the name of each such selling stockholder and of the participating brokers or dealers;

15

• the number of shares involved;

• the price at which such shares were sold;

• the commissions paid or discounts or concessions allowed to such brokers or dealers, where applicable;

• that such brokers or dealers did not conduct any investigation to verify the information set forth or incorporated by reference in this prospectus; and

• other facts material to the transaction.

In effecting sales, broker-dealers or agents engaged by the selling stockholders may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions from the selling stockholders in amounts to be negotiated immediately prior to the sale.

In offering the shares covered by this prospectus, the selling stockholders and any broker-dealers who execute sales for the selling stockholders may be deemed to be “underwriters” within the meaning of the Section 2(11) of the Securities Act in connection with such sales. Any profits realized by the selling stockholders and the compensation of any broker-dealer may be deemed to be underwriting discounts and commissions. Since the selling stockholders and any broker-dealers who execute sales for the selling stockholders may be deemed “underwriters,” they will be subject to the prospectus delivery requirements of the Securities Act. We will make copies of this prospectus available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act.

We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates.

We have agreed to indemnify each selling stockholder against specific liabilities, including liabilities arising under the Securities Act. The selling stockholders may agree to indemnify any agent, dealer or broker-dealer that participates in transactions involving sales of the shares covered by this prospectus against specific liabilities, including liabilities arising under the Securities Act.

We have also agreed to prepare and file amendments and supplements to the registration statement to the extent necessary to keep the registration statement effective until the earlier of the date on which all of the shares offered by this prospectus have been sold or the date on which all of the shares may be resold by the selling stockholders without registration and without regard to volume limitations under Rule 144 of the Securities Act or any other rule of similar effect. There is no assurance that the selling stockholders will offer for sale or sell any of the shares of common stock offered by this prospectus.

Of the 2,309,470 shares of our common stock relating to this prospectus, 1,662,818 shares are subject to a lock-up agreement. Pursuant to the terms of the lock-up agreement no shares subject to the lock-up agreement may be sold until July 31, 2004. The restriction on the 1,662,818 shares of common stock held by a fiduciary on behalf of the selling stockholders will be released according to the following timetable: (i) up to 277,690 of the shares may be sold commencing from August 1, 2004; (ii) an additional amount of 460,600 of the shares may be sold commencing from February 1, 2005, (iii) an additional amount of 460,600 of the shares may be sold commencing from August 1, 2005, (v) the remaining 463,928 shares may be sold commencing from February 1, 2006.

LEGAL MATTERS

Certain legal matters in connection with the sale of the common stock offered by this prospectus will be passed upon by Davis Wright Tremaine LLP, Seattle, Washington.

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EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated financial statements and schedule included in our Annual report on Form 10-K for the year ended April 30, 2002, as set forth in their report, which is incorporated by reference in this prospectus and elsewhere in the registration statement. Our financial statements and schedule are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed a registration statement on Form S-3 with the Securities and Exchange Commission in connection with this offering. In addition, we file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy the registration statement and any other documents filed by us with the Commission at the Commission’s Public Reference Room located at 450 Fifth Street N.W., Washington, D.C., 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the Public Reference Room. Our Commission filings are also available to the public at the Commission’s Internet site at http://www.sec.gov.

This prospectus is part of the registration statement and does not contain all of the information included in the registration statement. Whenever a reference is made in this prospectus to any of our contracts or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration statement or incorporated by reference therein for a copy of the contract or document.

INCORPORATION OF DOCUMENTS BY REFERENCE

The Commission allows us to incorporate by reference the information we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is part of this prospectus. Information contained in this prospectus and information that we file with the Commission in the future and incorporate by reference in this prospectus automatically updates and supersedes any previously filed information.

We incorporate by reference the documents listed below and any future filings made with the Commission under Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, until this offering is completed. We incorporate by reference the documents listed below and any amendments thereto.

• Our Annual Report on Form 10-K for the fiscal year ended April 30, 2002.

• Our Quarterly Reports on Form 10-Q for the quarters ended July 31, 2002, and October 31, 2002.

• Our Current Reports on Form 8-K filed under the Exchange Act with the Commission on August 1, 2002 and November 29, 2002.

• Our Current Reports on Form 11-K filed under the Exchange Act with the Commission on September 27, 2002.

• The description of our common stock contained in our Registration Statement on Form 8-A filed under Section 12 of the Exchange Act with the Commission.

• The description of our Stockholder Protection Rights Agreement and our related rights contained in our Registration Statement on Form 8-A filed under Section 12 of the Exchange Act with the Commission on July 7, 1999.

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You may request a copy of these filings, at no cost, by contacting us at IMPCO Technologies, Inc., 16804 Gridley Place, Cerritos, California 90703, telephone (562) 860-6666, Attention: Corporate Secretary. We will not, however, send exhibits to these documents, unless the exhibits are specifically incorporated by reference in the documents.

Any statement contained in a document which is incorporated by reference in this prospectus or in any subsequent prospectus supplements will be modified or superseded for purposes of this prospectus or any subsequent prospectus supplements to the extent that a statement contained in this prospectus or incorporated by reference in this prospectus or in any prospectus supplements or in any document that we file after the date of this prospectus that also is incorporated by reference in this prospectus or in any subsequent prospectus supplements modifies or supersedes the prior statement. Any modified or superseded statement shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus or any subsequent prospectus supplements. Subject to the foregoing, all information appearing in this prospectus is qualified in its entirety by the information appearing in the documents incorporated by reference in this prospectus.

You should rely only on the information contained or incorporated by reference in this prospectus or any applicable prospectus supplement. We have not authorized anyone to provide you with any other information. The securities offered by this prospectus may only be offered in states where the offer is permitted, and we and the selling stockholders are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information in this prospectus or any applicable prospectus supplement is accurate as of any date other than the dates on the front of these documents.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.    Other Expenses of Issuance and Distribution

The following is an itemized list of the estimated expenses to be incurred by us in connection with the offering of the securities being offered hereby. All of the expenses listed below will be paid by us. All amounts shown are estimates except the registration fee for this registration statement.

	Amount to be Paid
Registration fee	$	905
Printing and engraving expenses
Legal fees and expenses		37,500
Listing fees		22,500
Accounting fees and expenses		6,000
Transfer agent and registrar fees
Miscellaneous
Total	$

Item 15.    Indemnification of Directors and Officers

Section 145 of the Delaware General Corporation Law (the “DGCL”) contains detailed provisions on indemnification of directors and officers against expenses, judgments, fines and amounts paid in settlement, actually and reasonably incurred in connection with legal proceedings. Section 102(a)(7) of the DGCL permits a provision in the certificate of incorporation of each corporation organized thereunder, such as our company, eliminating or limiting, with certain exceptions, the personal liability of a director of the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Our Certificate of Incorporation eliminates the liability of each of our directors to our stockholders or us for monetary damages for breach of fiduciary duty to the full extent provided by the DGCL, as such law exists or may hereafter be amended.

Indemnification applies to any threatened, pending or completed action, suit or proceeding, whether, civil, criminal, administrative or investigative. Indemnification may include all expenses (including attorneys’ fees, judgments, fines, ERISA excise taxes and amounts paid in settlement) reasonably incurred by the indemnified person.

We have agreed to indemnify the selling stockholders, and the selling stockholders agreed to indemnify us and our officers, directors and controlling persons, for certain liabilities arising under the Securities Act or otherwise.

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Item 16.    Exhibits and Financial Statement Schedules

(a)    Exhibits

Exhibit Number	Exhibit Description
2.1	Option Agreement, dated October 3, 2002, by and among the Company, Mrs. Carla Borgogno, Mr. Mariano Costamagna, Mr. Pier Antonio Costamagna and Mrs. Bruna Giachino
2.2	Form of Sale and Purchase Agreement to be executed by and among the Company, Mrs. Carla Borgogno, Mr. Mariano Costamagna, Mr. Pier Antonio Costamagna and Mrs. Bruna Giachino
5.1	Opinion of Davis Wright Tremaine LLP
10.1	Irrevocable Instructions, dated October 3, 2002, by and among the Company, Mrs. Carla Borgogno, Mr. Mariano Costamagna, Mr. Pier Antonio Costamagna and Mrs. Bruna Giachino
10.2	Form of Shareholders Agreement by and among the Company, Mr. Mariano Costamagna and Mr. Pier Antonio Costamagna
10.3	Form of Lockup Agreement
23.1	Consent of Ernst & Young LLP
23.2	Consent of Davis Wright Tremaine LLP (included as part of its opinion filed as Exhibit 5.1)
24.1	Power of Attorney (contained herein)

Item 17.    Undertakings

We hereby undertake:

(1)    To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)    That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)    That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(5)    That, for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of the registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the time it was declared effective.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Cerritos, State of California, on December 20, 2002.

IMPCO TECHNOLOGIES, INC.
By:	/s/    ROBERT M. STEMMLER
	Robert M. Stemmler
	President and Chief Executive Officer

The undersigned hereby constitutes and appoints Robert M. Stemmler and Timothy S. Stone, and each of them, as his true and lawful attorneys-in-fact and agents, jointly and severally, with full power of substitution and resubstitution, for and in his stead, in any and all capacities, to sign on his behalf this Registration Statement on Form S-3 in connection with the offering of common stock by IMPCO Technologies, Inc. and to execute any amendments thereto (including post-effective amendments) or certificates that may be required in connection with this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission and granting unto said attorneys-in-fact and agents, and each of them, jointly and severally, the full power and authority to do and perform each and every act and thing necessary or advisable to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, jointly or severally, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/    ROBERT M. STEMMLER         Robert M. Stemmler	Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	December 20, 2002
/s/    TIMOTHY S. STONE         Timothy S. Stone	Acting Chief Financial Officer (Principal Accounting Officer)	December 20, 2002
/s/    RICHARD T. FOGARTY         Richard T. Fogarty	Corporate Controller (Principal Accounting Officer)	December 20, 2002
/s/    NORMAN L. BRYAN         Norman L. Bryan	Director	December 20, 2002
/s/    PAUL MLOTOK         Paul Mlotok	Director	December 20, 2002
/s/    J. DAVID POWER III         J. David Power III	Director	December 20, 2002
/s/    DON J. SIMPLOT         Don J. Simplot	Director	December 20, 2002

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EXHIBIT INDEX

Exhibit Number	Exhibit Description
2.1	Option Agreement, dated October 3, 2002, by and among the Company, Mrs. Carla Borgogno, Mr. Mariano Costamagna, Mr. Pier Antonio Costamagna and Mrs. Bruna Giachino
2.2	Form of Sale and Purchase Agreement to be executed by and among the Company, Mrs. Carla Borgogno, Mr. Mariano Costamagna, Mr. Pier Antonio Costamagna and Mrs. Bruna Giachino
5.1	Opinion of Davis Wright Tremaine LLP
10.1	Irrevocable Instructions, dated October 3, 2002, by and among the Company, Mrs. Carla Borgogno, Mr. Mariano Costamagna, Mr. Pier Antonio Costamagna and Mrs. Bruna Giachino
10.2	Form of Shareholders Agreement by and among the Company, Mr. Mariano Costamagna and Mr. Pier Antonio Costamagna
10.3	Form of Lockup Agreement
23.1	Consent of Ernst & Young LLP
23.2	Consent of Davis Wright Tremaine LLP (included as part of its opinion filed as Exhibit 5.1)
24.1	Power of Attorney (contained herein)

EX-2.1

                                                                     EXHIBIT 2.1

                                OPTION AGREEMENT

This Option Agreement is entered into this 3rd day of the month of October 2002,
in Milan, by and between:

(1)    IMPCO Technologies Inc., a company incorporated and existing under the
       laws of State of Delaware U.S.A. with registered offices at 16804,
       Gridley Place, Cerritos, Ca., U.S.A., represented by its director and
       attorney-in-fact, Mr. Terence K. Clapp (hereinafter referred to as
       "Impco"); and

(2)    Mr. Mariano Costamagna, born in Narzole, on 15 March 1951, and domiciled
       at Cherasco, Via La Morra, 2, married, in a separation of assets regime;

(3)    Mr. Pier Antonio Costamagna, born in Narzole, on 22 July 1952, and
       domiciled at Cherasco, Via La Morra, 2, married, in a separation of
       assets regime;

(4)    Mrs. Bruna Giachino, born in Cherasco, on 4 November 1956, domiciled at
       Cherasco, Via La Morra, 2, married, in a separation of assets regime;

(5)    Mrs. Carla Borgogno, born in La Morra, on 16 March 1957, domiciled at
       Cherasco, Via La Morra, 2, married in a separation of assets regime
       (Messrs. Mariano and Pier Antonio Costamagna, Bruna Giachino and Carla
       Borgogno are hereinafter jointly referred to as the "Sellers").

(Impco and Costamagna hereinafter individually referred to as one "Party",
collectively referred to as the "Parties").

WHEREAS:

       The Sellers are the controlling shareholders of B.R.C. Societa a
       Responsabilita Limitata, with registered offices at Cherasco, via La
       Morra 1, registered with the Court of Alba under the no. 02811070040
       (hereinafter referred to as the "Parent").

(B)    The Parent, in turn, in addition to certain assets and liabilities
       belonging to the Sellers' family, holds a quota representing 100% of the
       issued and outstanding corporate capital of M.T.M. S.r.l., a limited
       liability company with registered offices at Cherasco, via La Morra 1,
       registered with the Court of Alba under the no. 00525960043 (hereinafter
       referred to as the "Company").

(C)    Impco and the Sellers have entered into negotiations aimed at considering
       the possible acquisition by Impco of the Company and/or the integration
       of the Company's operations with the operations of Impco's international
       group of companies.

       Following several meetings and discussions, on 17 April 2002 Impco and
       the Company entered into a Confidentiality Agreement which included as an
       attachment a Term Sheet (all such documents are hereinafter referred to
       as the "Letter of Intent"), setting out reciprocal confidentiality
       undertakings of the Parties and the basic arrangements reached by the
       parties in relation to the envisaged transaction.

(E)    In accordance with the terms of the Letter of Intent, from 22 April 2002
       to 7 May 2002 Impco carried out a due diligence on the Parent's and the
       Company's legal and



       accounting situation (the "Due Diligence"); from 13 May 2002 to 14 May
       2002 the Sellers carried out a due diligence on Impco's legal and
       accounting situation.

(F)    On the basis of the Due Diligence findings Impco and the Sellers have
       agreed certain amendments to their basic arrangements which were
       reflected in an Amendment to the Letter of Intent signed on 21 June 2002
       (the "Amendment" and, together with the Letter of Intent, the "Amended
       Letter of Intent").

(G)    The Sellers have agreed to grant to Impco, which agreed to acquire, an
       option to enter into certain agreements providing for the purchase by
       Impco of a participation equal to 50% of the Parent, the granting of
       certain options between the Parties concerning the sale and purchase of
       the remaining 50% of the Parent's legal capital, and certain shareholders
       agreement in relation to the governance of the Parent and the Company, at
       terms agreed between the Parties.

NOW, THEREFORE, the Parties hereto have agreed as follows:

1.     DEFINITIONS

       Terms defined in the Contracts (as defined below) shall have the same
       meaning when used herein; in addition, the following terms, when used
       herein with capital letters, shall have the meanings respectively
       ascribed thereto in this Clause 1.

1.1    "Contracts" means the Sale and Purchase Agreement, the Shareholders
       Agreement, the Pledge Agreement and the Option Deed.

1.2    "Fiduciary Terms" means the general terms and conditions of the fiduciary
       mandate granted by the Sellers and Impco to the Fiduciary Company.

1.3    "Irrevocable Instructions" means the joint irrevocable instructions
       granted by the Sellers and Impco to the Fiduciary Company in the form
       attached hereto as Annex 1.3 to supplement the Fiduciary Terms.

1.4    "Lock-Up Agreement" means the agreement attached hereto as Annex 1.4
       pursuant to which the Sellers have agreed to restrict their ability to
       dispose of the Lock-Up Impco Shares.

1.5    "Lock-Up Impco Shares" means 1,662,818 ordinary shares of Impco, being
       72% of the Impco Shares.

1.6    "Option Period" means the 15-day period commencing on 1 January 2003 and
       ending on 15 January 2003.

1.7    "Option Price" has the meaning attributed thereto in Section 3.1.

1.8    "Pledge Agreement" means the Italian pledge agreement in the form
       attached hereto as Annex 1.8 pursuant to which on the Execution Date the
       Quota shall be pledged in favor of the Sellers to secure payment by Impco
       of the Deferred Portion of the Purchase Price.

1.9    "Sale and Purchase Agreement" means the sale and purchase agreement
       attached hereto as Annex 1.9.

                                      - 2 -



1.10   "Shareholders Agreement" means the shareholders agreement attached hereto
       as Annex 1.10.

1.11   "Fiduciary Company" means Cititrust S.p.A., a fiduciary company
       incorporated pursuant to Italian law, with registered offices at Foro
       Buonaparte 16, Milan.

2.     GRANTING OF OPTION

2.1    The Sellers hereby irrevocably grant to Impco, which hereby accepts, the
       right to enter into the Contracts, within the terms and pursuant to the
       conditions set out herein.

2.2    By way of implementation of the granting of the Option, simultaneously
       with the signing of this Option Agreement and with payment by Impco of
       the first tranche of the Option Price pursuant to Section 3.1.1 below,
       the Parties have executed or caused to be executed the following actions:

       2.2.1   The Sellers have registered the Quota in the name of the
               Fiduciary Company, pursuant to the Fiduciary Terms and the
               Irrevocable Instructions.

               The Sellers, Impco and the Fiduciary Company have signed and
               exchanged the Fiduciary Terms and the Irrevocable Instructions.

               The Sellers have signed the Contracts and have delivered them to
               the Fiduciary Company to be kept and disposed of in accordance
               with the Irrevocable Instructions.

       2.2.4   The Sellers have signed the Lock-Up Agreement and have delivered
               it to the Fiduciary Company.

3.     OPTION PRICE

3.1    In consideration for the granting of the option pursuant to Section 2.1
       above, Impco hereby agrees to pay to the Sellers the amount of USD
       11,500,000 (U.S. Dollars eleven million five hundred thousand) (the
       "Option Price") as follows:

               As to USD 1,500,000 (U.S. Dollars one million five hundred
               thousand) in cash by wire transfer to the Sellers' account no.
               36840 with Monte dei Paschi di Siena, branch no. 100 at Via
               Mazzini 12, Turin, on the date of signing of this Option
               Agreement and simultaneously with implementation of the actions
               set out in Section 2.2 above (Step One) followed by:

       3.1.2   as to the balance of USD 10,000,000 (U.S. Dollars ten million) by
               delivering to the Fiduciary Company, for the account of the
               Sellers, the Impco Shares duly recorded in the name of the
               Sellers, on or before, and in any case no later than, 28 November
               2002 (Step Two).

3.2    Pursuant to the Lock-Up Agreement the Sellers have agreed to abide by
       certain restrictions to their ability to dispose of the Lock-Up Impco
       Shares. The Parties hereby agree and acknowledge that the Sellers may
       freely dispose of the portion of the Impco Shares in excess of the
       Lock-Up Impco Shares.

                                      - 3 -



3.3    This Option Agreement shall automatically terminate in case Impco fails
       to effect payment of the second tranche of the Option Price as provided
       in Section 3.1.2. In such case:

       3.3.1   the Sellers shall have the right to retain the first tranche of
               the Option Price referred to in Section 3.1.1;

       3.3.2   Impco shall pay to the Sellers the amount of USD 2,800,000 (US
               Dollars two million eight hundred thousand) as finally liquidated
               damages;

       3.3.3   neither Party shall have any further claim hereunder towards the
               other.

3.4    For the sake of clarity in case this Option Agreement is terminated in
       accordance with Section 3.3 above, Impco shall not be under any further
       obligation to effect payment of the second tranche of the Option Price,
       nor shall the Sellers have any claim in relation to such second tranche
       or for damages or for any other reason whatsoever other than as provided
       for in Section 3.3.2 above.

3.5    In the event that this option granted hereunder is exercised by Impco
       pursuant to Section 4 below, the Option Price shall be deemed to
       constitute payment on account of the Purchase Price and shall be deducted
       from the amount payable by Impco to the Sellers on the Execution Date
       pursuant to the Sale and Purchase Agreement.

3.6    The Parties hereby acknowledge that the number of Impco Shares to be part
       of the Option Price pursuant to Section 3.1.2 above has been mutually
       agreed and determined, such determination being final and conclusive in
       any respect.

3.7    The Impco Shares to be part of the Option Price shall be delivered to the
       Fiduciary Company, in accordance with Section 3.1.2 above, fully paid in,
       free from any Encumbrance and fully entitled to all rights pertaining to
       Impco's ordinary shares pursuant to the applicable law and Impco's
       articles of association, including, without limitation, the voting
       rights, the right to collect dividends and the preemption rights on any
       issue of new capital by Impco.

4.     EXERCISE OF THE OPTION

4.1    The option granted by the Sellers hereunder may have exercised by Impco
       by delivering to the Sellers and the Fiduciary Company, a notice of
       exercise at any time during the Option Period.

4.2    Upon receipt of the notice of exercise Impco and the Sellers shall agree
       on the Execution Date, which, save as otherwise agreed between the
       Parties, will not be a date later than 31 January 2003, and Impco shall
       communicate in writing to the Fiduciary Company the date so agreed upon.

4.3    On the Execution Date the Parties shall perform the activities set out in
       Section 5.2 of the Sale and Purchase Agreement and upon completion
       thereof the Fiduciary Company shall record as beneficiary holder of the
       Quota Impco in place of the Sellers.

4.4    In the event that the Sellers refuse to cooperate in the performance of
       the actions set out in Section 5.2 of the Sale and Purchase Agreement,
       the Fiduciary Company shall, in

                                      - 4 -



       accordance with the Irrevocable Instructions, deliver to Impco the
       Contracts signed by the Sellers and shall record Impco as beneficiary
       holder of the Quota upon receipt of: (i) a copy of each of the Contracts
       duly signed by Impco; and (ii) the balance of the portion of the Purchase
       Price to be paid by Impco on the Execution Date.

5.     FIDUCIARY COMPANY

5.1    Any liability of the Parties towards the Fiduciary Company, including,
       without limitation, fees and expenses due to the Fiduciary Company for
       its services under the Fiduciary Terms and the Irrevocable Instructions
       as well as any indemnification due to the Fiduciary Company thereunder or
       by operation of law, shall be sustained by the Sellers and Impco in equal
       shares, except in the event that the any such liability is the
       consequence of a breach by any of the Parties of its obligations
       hereunder or under the Fiduciary Terms and the Irrevocable Instructions
       or under any of the Contracts, in which case the Party in breach shall be
       solely liable for the payment of such liability.

6.     APPOINTMENTS

6.1    As soon as reasonably practicable after the date of execution of this
       Option Agreement, Impco shall cause that appropriate corporate action
       is taken in accordance with California laws and Impco's articles of
       association to ensure that: (i) Mr. Mariano Costamagna is appointed as
       member of Impco's board of directors; and (ii) Mr. Danilo Ceratto and Mr.
       Marco Selmandi are appointed as members of Impco's executive committee.
       Impco shall use its best efforts to cause that Mr. Mariano Costamagna is
       appointed as Chairman of the nomination committee of Impco's board of
       directors.

7.     INTERIM MANAGEMENT

7.1    During the period between 3rd October 2002 and the Execution Date, the
       Sellers shall conduct the businesses of the Parent, the Company and the
       Subsidiaries within the ordinary course of business only and in
       accordance with past practices, save as otherwise agreed in writing by
       Impco in advance.

8.     NOTICES

8.1    Any communication or notice in relation to this Agreement shall be
       effected in writing and in English language and delivered by registered
       letter with receipt by return mail and, if necessary, sent by telegram or
       fax in advance, and shall take effect from the date in which the
       registered letter is sent.

8.2    The aforesaid communications or notices shall have to be sent to the
       following addresses:

               If to Impco:

               IMPCO Technologies Inc., 16804, Gridley Place, Cerritos, Ca.,
               U.S.A., Fax no. [*], attn. [*], with copy to Studio Grimaldi e
               Associati, via del Lauro 9 20121 Milano, Italy, attn. Roberto
               Cappelli, fax no. +390233355200;

               If to the Sellers collectively:

                                      - 5 -



               Mariano Costamagna, c/o Studio Tibaldi Girando, via S. Margherita
               8 Alba (CN) (Italy), fax no. +390173362307, with copy to Avv.
               Marco Di Toro, C.so Stati Uniti 62 10128 Torino (Italy), fax no.
               +39011530159.

       It is understood that any communication sent to the above addresses shall
       be considered as received when effectively delivered to the relevant
       Party. Any change of address shall only be valid if communicated in
       writing to the other Party.

9.     GOVERNING LAW AND JURISDICTION

9.1    This Option Agreement and all ancillary agreements shall be governed by
       and interpreted in accordance with the laws of the Republic of Italy.

9.2    Any dispute in relation to the validity, interpretation, execution or
       performance of this Option Agreement or any ancillary agreement shall be
       submitted to arbitration under the rules of the Amsterdam Chamber of
       Commerce by three arbitrators, fluent in Italian and in English, one of
       whom will be appointed by Impco, one by the Sellers and the third, who
       will act as Chairman, by the first two arbitrators or, in the event of
       their failure to reach an agreement within thirty days of their
       appointment, in accordance with the arbitration rules of the Amsterdam
       Chamber of Commerce. The seat of arbitration shall be Amsterdam.

IN WITNESS WHEREOF, the Parties have executed this Option Agreement in the place
and as of the date first above written.

Impco Technologies Inc.                      Mariano Costamagna

- -------------------------                    -------------------------

                                             Pier Antonio Costamagna

                                             -------------------------

                                             Bruna Giachino

                                             -------------------------

                                             Carla Borgogno

                                             -------------------------

                                      - 6 -

EX-2.2

                                                                     EXHIBIT 2.2

                           SALE AND PURCHASE AGREEMENT

This Agreement is entered into on [*], 2003, in [*], by and between:

(1)    IMPCO Technologies Inc., a company incorporated and existing under the
       laws of State of Delaware U.S.A. with registered offices at 16804,
       Gridley Place, Cerritos, Ca., U.S.A., represented by its director and
       attorney-in-fact, Mr. Terence K. Clapp (hereinafter referred to as
       "Impco"); and

(2)    Mr. Mariano Costamagna, born in Narzole, on 15 March 1951, and domiciled
       at Cherasco, Via La Morra, 2, married, in a separation of assets regime;

(3)    Mr. Pier Antonio Costamagna, born in Narzole, on 22 July 1952, and
       domiciled at Cherasco, Via La Morra, 2, married, in a separation of
       assets regime;

(4)    Mrs. Bruna Giachino, born in Cherasco, on 4 November 1956, domiciled at
       Cherasco, Via La Morra, 2, married, in a separation of assets regime;

(5)    Mrs. Carla Borgogno, born in La Morra, on 16 March 1957, domiciled at
       Cherasco, Via La Morra, 2, married in a separation of assets regime
       (Messrs. Mariano and Pier Antonio Costamagna, Bruna Giachino and Carla
       Borgogno are hereinafter jointly referred to as the "Sellers").

(Impco and Costamagna hereinafter individually referred to as one "Party",
collectively referred to as the "Parties").

WHEREAS:

       The Sellers are the controlling shareholders of B.R.C. Societa a
       Responsabilita Limitata, with registered offices at Cherasco Via la Morra
       1, registered with the Court of Alba under the no. 02811070040
       (hereinafter referred to as the "Parent").

(B)    The Parent, in turn, in addition to certain assets and liabilities
       belonging to the Sellers' family, holds a quota representing 100% of the
       issued and outstanding corporate capital of M.T.M. S.r.l., a limited
       liability company with registered offices at Cherasco Via la Morra 1,
       registered with the Court of Alba under the no. 00525960043 (hereinafter
       referred to as the "Company").

(C)    Impco and the Sellers have entered into negotiations aimed at considering
       the possible acquisition by Impco of the Company and/or the integration
       of the Company's operations with the operations of Impco's international
       group of companies.

(D)    Following several meetings and discussions, on 17 April 2002 Impco and
       the Company entered into a Confidentiality Agreement which included as an
       attachment a Term Sheet (all such documents are hereinafter referred to
       as the "Letter of Intent"), setting out reciprocal confidentiality
       undertakings of the Parties and the basic arrangements reached by the
       parties in relation to the envisaged transaction.

(E)    In accordance with the terms of the Letter of Intent, from 22/04/02 to
       07/05/02 Impco carried out a due diligence on the Parent's and the
       Company's legal and accounting



       situation (the "Due Diligence"); from 13/05/02 to 14/05/02 the Sellers
       carried out a due diligence on Impco's legal and accounting situation.

(F)    On the basis of the Due Diligence findings Impco and the Sellers have
       agreed certain amendments to their basic arrangements which were
       reflected in an Amendment to the Letter of Intent signed on 21 June 2002
       (the "Amendment" and, together with the Letter of Intent, the "Amended
       Letter of Intent").

(G)    On 3 October 2002, following further negotiations among the Parties, the
       Sellers have granted to Impco an option (the "Signing Option") to enter
       into this Sale and Purchase Agreement, the Shareholders Agreement and the
       other agreements referred to herein and, in consideration thereof, Impco
       has paid to the Sellers the Signing Option Price as provided for in the
       Signing Option.

(H)    In accordance with the Signing Option terms and conditions,
       simultaneously with the granting of the Signing Option the Quota (as
       defined below) has been transferred by the Sellers to Cititrust S.p.A.
       (the "Fiduciary Company") to be held in escrow by the latter pursuant to
       the Irrevocable Instructions and the Fiduciary Terms signed between the
       Fiduciary Company, the Sellers and Impco on that same date (such
       documents are, hereinafter, jointly referred to as "Escrow Documents").

(I)    Impco has exercised the Signing Option in accordance with its terms and,
       as a consequence, by this Agreement the Parties intend to implement the
       arrangements reflected in the Signing Option and to undertake binding
       obligations in respect thereof.

NOW, THEREFORE, the Parties hereto have agreed as follows:

1.     DEFINITIONS

       The following terms, when used herein with capital letters, shall have
       the meanings respectively ascribed thereto in this Clause 1:

1.1    "Accounting Principles" means the accounting principles established by
       the Italian Chartered Accountants Association (Ordine dei Dottori
       Commercialisti) supplemented, where necessary, by the International
       Accounting Standards (IAS).

1.2    "Amended Letter of Intent" shall have the meaning attributed thereto in
       Recital F.

1.3    "Amendment" shall have the meaning attributed thereto in Recital F.

1.4    "Articles of Association" means the Parent's articles of association in
       the form attached hereto as Annex 1.4.

1.5    "Auditors" means the auditing company which, from time to time, will be
       auditing the Parent's consolidated accounts, and which, for the first
       period, will be Ernst & Young.

1.6    "Business Day" means any day on which banks are open for business in
       Turin, Italy and Los Angeles, California, U.S.A.

1.7    "Company" shall have the meaning attributed thereto in Recital B.

                                      - 2 -



1.8    "Deferred Portion of the Purchase Price" means the amount of USD
       7,000,000 which, pursuant to Clause 3.2.4 hereof, is to be paid on or
       before 30 September 2003.

1.9    "Encumbrance" means, in relation to an asset, a pledge, mortgage, option
       or third party right of any kind whatsoever, including, without
       limitation, rights to purchase or to sell the relevant asset, rights to
       exercise any of the rights pertaining to the asset or rights to otherwise
       dispose of the assets or of any of the rights pertaining thereto.

1.10   "Escrow Documents" means the Irrevocable Instructions and the Fiduciary
       Terms and all documents amending or supplementing the same.

1.11   "Euro Cash Portion" shall have the meaning attributed thereto in Clause
       3.2.3.

1.12   "Execution Date" means the date of execution of this Agreement.

1.13   "Fiduciary Company" means Cititrust S.p.A., a fiduciary company
       incorporated and operating in accordance with Italian law, with
       registered offices at Foro Buonaparte,16, Milan.

1.14   "Fiduciary Terms" means the general terms and conditions adopted by the
       Fiduciary Company in its operations signed between the Fiduciary Company,
       the Sellers and Impco on 3 October 2002, which, together with the
       Irrevocable Instructions, govern the escrow of the Quota.

1.15   "Financial Statements" means the consolidated financial statements of the
       Parent attached hereto as Annex 1.15 as of 31 December, 2001, drafted in
       accordance with the Accounting Principles and approved by the Parent's
       shareholders' meeting on 29/06/02.

1.16   "Impco Revenues" shall have the meaning attributed thereto in Clause 10.2
       and Clause 10.6.

1.17   "Impco's Earn Out Call Option" means the earn out call option attributed
       to Impco in relation to the Quota pursuant to Clause 8 hereof.

1.18   "Impco Shares" means no. 2,309,469 newly issued ordinary shares of Impco
       which, at the price of 4.33 S, shall equal the Securities Portion of the
       Purchase price.

1.19   "Irrevocable Instructions" means the irrevocable instructions granted
       jointly by the Sellers and Impco to the Fiduciary Company on 3 October
       2002, which, together with the Fiduciary Terms, govern the escrow of the
       Quota.

1.20   "Lease Agreement" means the lease agreement entered into on [.] by the
       Company and Imcos Due S.r.l. in relation to the Real Estate, in the form
       attached hereto as Annex 1.20.

1.21   "Lease of Intent" shall have the meaning attributed thereto in Recital D.

1.22   "Lock-Up Agreement" means the agreement signed by the Sellers and Impco
       on [.] in the form attached hereto as Annex 1.22 pursuant to which the
       Sellers undertook not to sell the Lock-Up Impco Shares prior to the dates
       set out in the following timetable: (i) no Lock-Up Impco Shares may be
       sold until 31 July 2004; (ii) up to 277,690 of the Lock-Up Impco Shares
       can be sold commencing from 1 August 2004; (iii) an additional

                                      - 3 -



       amount of 460,600 of the Lock-Up Impco Shares can be sold commencing from
       1 February 2005; (iv) an additional amount of 460,600 of the Lock-Up
       Impco Shares can be sold commencing from 1 August 2005; (v) the remaining
       463,928 Lock-Up Impco Shares can be commencing from 1 February 2006.

1.23   "Lock-Up Impco Shares" means 1,622,818 ordinary shares of Impco, being
       72% of the Impco Shares.

1.24   "Losses" shall have the meaning attributed thereto in Clause 7.1.

1.25   "Material Adverse Change" means any event or circumstance relating to the
       Parent or the Company not known to Impco as at the Execution Date which
       has a substantial negative impact on the economics of the transactions
       contemplated hereby taken as a whole.

1.26   "Option Deed" means the notarial deed attached hereto as Annex 1.26
       signed on the Execution Date to implement the Options, and the Sellers'
       Default Call Option Two pursuant to Italian law. The Parties agree that
       the Option Deed shall be executed and interpreted taking into account the
       generality of the provisions of this Agreement, and are therefore
       intended solely to implement and not to amend or supplement to any extent
       their agreement on the Options, and the Sellers' Default Call Option Two
       pursuant to this Agreement.

1.27   "Options" means the Impco's Earn Out Call Option and the Sellers' Earn
       Out Put Option, collectively.

1.28   "Parent" shall have the meaning attributed thereto in Recital A.

1.29   "Pledge Agreement" means the pledge agreement entered into between the
       Sellers and the Fiduciary Company on the date hereof, pursuant to which
       the Quota has been pledged in favour of the Sellers to secure payment by
       Impco of the Deferred Portion of the Purchase Price.

1.30   "Purchase Price" shall have the meaning attributed thereto in Clause 3.1.

1.31   "Quota" means a quota having a nominal value of EURO 750,000.00 and
       representing, on the Execution Date, 50% of the Parent's issued and
       outstanding voting capital.

1.32   "Real Estate" means the property situated in Cherasco and identified in
       the cadastrial map as follows foglio 95 mappale 133, foglio 93 mappale
       252, foglio 95 mappale 14128 foglio 96 mappale 360, 361, 9, 2, 12, 20,
       272, 316, which on 05/08/2002-23/09/2002 has been sold by the Company for
       a consideration of EURO 6,306,900.00, a portion of which on 23/09/2002
       has been rented by the Company pursuant to the lease agreement attached
       hereto as Annex 1.20.

1.33   "Receivables" means all the receivables of the Parent, the Company and
       the Subsidiaries outstanding as at the Execution Date, not including the
       Special Receivables.

1.34   "Securities Portion" shall have the meaning attributed thereto in Clause
       3.2.3.

                                      - 4 -



1.35   "Seimandi Agreement" means the agreement between the Company and Mr.
       Marco Seimandi signed on 01/10/2002 and attached hereto as Annex 1.35.

1.36   "Sellers' Default Call Option One" means the call option attributed to
       the Sellers in relation to the Quota pursuant to Clause 9.1 hereof, in
       case of failure by Impco to pay the Deferred Portion of the Purchase
       Price.

1.37   "Sellers' Default Call Option Two" means the call option attributed to
       the Sellers in relation to the Quota pursuant to Clause 9.2 hereof.

1.38   "Sellers' Earn Out Put Option" means the earn out put option attributed
       to the Sellers in relation to the Quota pursuant to Clause 8 hereof.

1.39   "Sellers' Quota" means the participation held from time to time by the
       Sellers, directly or indirectly, in the Parent's capital after the
       Execution Date.

1.40   "Sellers' Turnover Related Call Option" means the call option attributed
       to the Sellers in relation to the Quota pursuant to Clause 10 hereof.

1.41   "Shareholders Agreement" means the agreement governing the relationship
       of the Sellers and Impco as quotaholders of the Parent and the corporate
       governance and operations of the parent and the Company which is attached
       hereto as Annex 1.41 and has been signed and become effective on the
       Execution Date.

1.42   "Signing Option" has the meaning attributed thereto in Recital G.

1.43   "Signing Option Price" means the amount of USD 11,500,000 paid by Impco,
       partly in cash, partly by delivery of the Impco shares, pursuant to the
       Signing Option and which, in accordance with the Signing Option terms,
       upon exercise of the Signing Option is to be deemed advance payment of
       the Purchase Price hereunder.

1.44   "Special Receivables" means the receivables listed in Annex 1.44.

1.45   "Slow Moving Stock" means the Company's inventory listed and evaluated in
       Annex 1.45 which did not move during the period between 1 April 2001 and
       30 April 2002.

1.46   "Subsidiaries" means the companies listed in Annex 1.46 which are
       controlled, within the meanings of Section 2359 of the Italian Civil
       Code, directly or indirectly by the Parent.

1.47   "USD Cash Portion" shall have the meaning attributed thereto in Clause
       3.2.2.

2.     OBJECT OF THE AGREEMENT

2.1    Impco hereby purchases the Quota from the Sellers, in consideration of
       all the representations, warranties and undertakings of the Sellers
       hereunder and pursuant to all terms and conditions hereof.

2.2    The Sellers hereby sell the quota to Impco, in consideration of all the
       representations, warranties and undertakings of Impco hereunder and
       pursuant to all terms and conditions hereof.

                                      - 5 -



2.3    The Sellers guarantee that the Quota is fully paid in, free from any
       Encumbrance and fully entitled to all rights pertaining to the Parent's
       quotas pursuant to the law and the Articles of Association, including,
       without limitation, the voting rights, the right to collect dividends and
       the preemption rights on any issue of new capital by the Parent.

2.4    In addition, pursuant to this Agreement and to the other related
       agreements between the Parties hereto or provided for hereunder, the
       Parties intend to establish terms and conditions of their relationship as
       shareholders of the Parent, set out the guidelines of the Parent's and
       the Company's corporate governance and future operations and agree on
       certain put and call options on the respective participations in the
       Parent's capital.

3.     PURCHASE PRICE

3.1    In consideration for the transfer of the Quota Impco hereby agrees to pay
       to the Sellers, in accordance with the terms hereof, the amount of USD
       22,550,000 (US Dollars twenty-two million five hundred and fifty
       thousand) plus EURO 1,250,000 (Euro one million two hundred thousand
       and fifty) (aggregately, the "Purchase Price").

3.2    The Purchase Price shall consist of four portions and shall be paid as
       follows:

       3.2.1   the Signing Option Price equal to USD 11,500,000 (US Dollars
               eleven million five hundred thousand) which has heretofore paid
               by Impco to the Sellers pursuant to the terms of the Signing
               Option, and following exercise of the Signing Option is accounted
               as advance payment of part of the Purchase Price;

       3.2.2   the USD Cash Portion equal to USD 4,050,000 (US Dollars four
               million and fifty thousand) which is paid by Impco to the Sellers
               by crediting the amount thereof to the Fiduciary Company on the
               Execution Date;

       3.2.3   the Euro Cash Portion equal to EURO 1,250,000 (Euro one million
               two hundred fifty thousand) which is paid by Impco to the Sellers
               by crediting the amount thereof to the Fiduciary Company on the
               Execution Date;

       3.2.4   the Deferred Portion of the Purchase Price equal to USD 7,000,000
               (US Dollars seven million), which shall be paid by Impco to the
               Sellers by crediting the amount thereof to the Fiduciary Company
               on or before 30 September, 2003.

3.3    The Parties hereby acknowledge that the number of Impco Shares delivered
       to the Sellers as part of the Signing Option Price has been mutually
       agreed and determined, such determination being final and conclusive in
       any respect.

4.     PURCHASE PRICE ASSUMPTIONS

4.1    The Purchase Price has been determined taking into account a specific
       additional bad debt provision equal to EURO 446,000.00 made in the
       Financial Statements in relation to the Special Receivables; in view of
       the foregoing the Parties agree the following:

       4.1.1   should the Company collect any or all of the Special Receivables,
               Impco shall pay to the Sellers an amount equal to the actual
               amount of the Special Receivables collected, it being agreed that
               the relevant payment shall be paid (i) in relation to Special
               Receivables collected up to 30 September 2003, within

                                      - 6 -



               31 October 2003, and (ii) in relation to Special Receivables
               collected after 30 September 2003, every last day of the month
               subsequent to the end of every six months period; it is hereby
               agreed that the provisions of this Clause 4.1.1 shall apply only
               to Special Receivables collected up to the expiry of the term of
               exercise of the Options pursuant to Clause 8.2 hereunder;

       4.1.2   the Sellers shall have the right to acquire and collect directly
               the outstanding Special Receivables at no cost with simultaneous
               reduction for an equivalent amount of the provision made in the
               Financial Statements.

4.2    In the event that on 30 September 2003 the amount collected by the
       Parent, the Company and the Subsidiaries towards the Receivables is less
       than the face value of the Receivables reduced by the amount of the
       consolidated bad debt provision resulting from the Financial Statements
       (not including the additional bad debt provision relating to the Special
       Receivables) the Sellers agree to purchase from the Parent, the Company
       and the Subsidiaries, as the case may be, unpaid Receivables having a
       face value equal to the amount of such shortfall and to pay to the
       Parent, the Company and the Subsidiaries, as the case may be, a purchase
       price equal to such shortfall. The purchase will be effected on or before
       31 October 2003.

4.3    The Purchase Price has also been determined on the basis of the Sellers'
       representation that BRC Argentina will not suffer losses or liabilities
       whatsoever, whether contingent or not, which:

       4.3.1   depend upon actions, omissions or circumstances occurred prior to
               the Execution Date; or

       4.3.2   derive from the trade and financial credits of the Parent or the
               Company towards it as at the Execution Date;

       in excess of the amount of EURO 1,100,000.00 (made in the Financial
       Statements and taken into account in the determination of the Purchase
       Price). Should any such losses or liabilities in excess of
       EURO 1,100,000.00 arise in BRC Argentina (after deduction of any
       supervening assets (soprauvenienze arrive) depending upon facts or
       circumstances preceding the Execution Date which may have arisen in BRC
       Argentina as at such date), the Purchase Price shall be automatically
       reduced by an amount equal to the difference between EURO 1,100,000.00
       and the actual amount of such losses and liabilities, and the Sellers
       shall immediately pay to Impco a sum equal to the aforesaid difference.
       The Parties agree that this Clause 4.3 shall not apply to losses (other
       than those provided for under Clause 4.3.1 above), arisen during the
       period from 3 October 2002 to the Execution Date, provided that such
       losses are due to adverse market conditions which are beyond the control
       of the Sellers.

5.     EXECUTION

5.1    The Parties hereby acknowledge that all the activities as set out in
       Clause 5.2 hereunder have been completed to their mutual satisfaction on
       the Execution Date.

5.2    On the Execution Date:

                                      - 7 -



       5.2.1   Impco has paid to the Sellers the USD Cash Portion and the Euro
               Cash Portion of the Purchase Price in accordance with Clause 3
               above.

       5.2.2   The quotaholders meetings of the Parent and the Company have
               resolved on: (i) the appointment of new boards of directors of
               the Parent and the Company composed of seven members, three of
               which (Messrs Mariano Costamagna, Pier Antonio Costamagna, Marco
               Seimandi) were designated by the Sellers and four of which
               (Messrs Terence K. Clapp, Robert M. Stemmler, Timothy Stone and
               Pier Luigi Moncalyo i) were designated by Impco, as indicated by
               the Shareholders Agreement; (ii) the appointment of new boards of
               statutory auditors whose Chairmen (Mr. Pio Bersani both for the
               Parent and for the Company) was designated by Impco and the
               remaining members (Messrs Claudio Tibaldi e Damilo Tibaldi both
               for the Parent and for the Company) were designated by the
               Sellers; (iii) the appointment of Ernst & Young, designated by
               Impco, as Auditors (iv) a waiver of any action against the ceased
               directors (Messrs Mariano Costamagna, Pier Antonio Costamagna,
               Giovanni Giovannini, Marco Seimandi, Marteo Asteggiano according
               with the draft attached hereto as Annex 5.2.2

       5.2.3   The Sellers and Impco have signed the Shareholders Agreement.

       5.2.4   The Sellers and Impco have signed the Option Deed.

       5.2.5   The Sellers and the Fiduciary Company have signed the Pledge
               Agreement.

       5.2.6   The Sellers and Impco have issued a jointly agreed press release,
               announcing the completion of the transaction.

5.3    The Parties hereby agree that the waiver resolved by the quotaholders
       meetings of the Parent and the Company, mentioned in Clause 5.2.2 (iv)
       above, shall not affect in any manner any of Impco's rights, demands,
       claims whatsoever towards the Sellers (and shall not mitigate any of the
       Sellers' related obligations) under this Agreement.

6.     REPRESENTATIONS AND WARRANTIES

6.1    The Sellers hereby make the following representations and warranties to
       Impco in relation to the Parent, the Company, the Subsidiaries and their
       respective assets, situations and operations by reference to the
       circumstances existing on the Execution Date, subject to the exceptions
       set out in Annex 6.1:

       6.1.1   Sellers' Authority

               The Sellers have all requisite power and authority to dispose of
               the Quota and to enter into this Agreement and carry out the
               transactions contemplated herein.

               The entering into this Agreement, and the performance of the
               obligations contemplated herein by the Sellers does not violate
               any undertaking or contractual provision by which the Sellers are
               bound.

       6.1.2   The Quota

                                      - 8 -



               The Quota is free and clear of any pledge, guarantee, beneficial
               interest, charge, claim, or rights of third parties and
               limitations of any kind including, as an example only,
               limitations concerning voting rights and transfer.

       6.1.3   Articles of Association

               The Articles of Association are in force at the Execution Date
               and have not been amended by resolutions taken by the Company.

       6.1.4   Parent and Company Validly Incorporated and in Good Standing

               Both the Parent and the Company are societa a responsabilita
               limitata duly organized, validly existing and in good standing
               under the laws of Italy. The Parent was duly transformed from a
               Societa in Accomandita per Azioni into a Societa a Responsabilita
               Limitata on 8 July 2002 in accordance with applicable laws and
               such a transformation will not result in any liability of any
               kind whatsoever.

       6.1.5   Title to the Assets

               The Parent does not own assets and liabilities, contingent or
               otherwise, other than the 100% participation in the Company.

               The Company and the Subsidiaries have valid title to the assets
               instrumental to its activities and recorded as property in the
               Financial Statements or in the Company's or the Subsidiaries
               accounts. Such property is clear of pledges or mortgages.

               With respect to the Real Estate or other instrumental assets used
               in the Company's or the Subsidiaries' operations which are not
               recorded as the Company's property, agreements have been entered
               into by which the Company is entitled to use such Real Estate and
               other instrumental assets according to the terms and conditions
               at which they are currently used. To the Sellers' best knowledge,
               there is no interference by third parties which may prevent the
               Company from using such real estate freely. The sale and purchase
               agreement entered into between the Company and Imcos Due S.r.l
               was duly signed and performed and neither the Company, nor the
               Parent or any of the Subsidiaries will incur any Loss of any
               nature whatsoever, including Losses for tax matters (other than
               taxes due on the plusvalue deriving from values declared in the
               notarial deed) or for indemnities to Imcos Due or any third
               party, in relation to or as a consequence of the sale of the Real
               Estate.

               The Company is the registered owner or licensee of the
               trademarks, copyrights, know-how, patents and other intangible
               assets presently used by the Company in the course of its
               business (all of which are listed in Annex 6.1.5 attached hereto)
               and has duly paid all registration fees and taxes due in relation
               to such rights. The Company is not involved in any pending
               proceeding before any courts, including an administrative court
               or other judicial authority or arbitration panel, aimed at
               challenging the rights at issue. The Parent's, the Company's and
               the Subsidiaries' operations are not conducted in breach of any

                                      - 9 -



               third party's trademarks, copyrights, know-how, patents or other
               intangible assets to an extent which may result in the Parent or
               the Company or any of the Subsidiaries becoming liable to pay any
               indemnification to such third parties or being subjected to
               orders restraining any of them from continuing to carry out all
               or any part of their respective operations in the way they are
               presently conducted.

       6.1.6   Financial Statements and Accounts

               The Financial Statements have been drawn up in compliance with
               the Accounting Principles and provide a true and complete view of
               the Parent's, the Company's and the Subsidiaries' assets,
               liabilities (contingent or otherwise) and results of operations.
               Without limiting the generality of the foregoing, full disclosure
               of, and adequate provisions for, bad and doubtful debts and all
               liabilities (actual, contingent or otherwise) and all financial
               commitments in existence have been made in the Financial
               Statements and, as the case may be, in the Parent's the Company's
               and the Subsidiaries' accounts.

               The books and accounting records of the Parent, the Company and
               the Subsidiaries represent all the books and accounting records
               required by, and have been kept in accordance with, all
               applicable laws in regulations.

       6.1.7   No Material Adverse Change

               During the period between 1 January 2002 and the Execution Date,
               except as expressly contemplated by the Amended Letter of Intent
               or this Agreement or otherwise permitted in writing by Impco, and
               except for events arisen during the period from 3 October 2002 to
               the Execution Date which are due to adverse market conditions
               beyond the control of the Sellers:

               (a)  The Parent's, the Company's and the Subsidiaries' business
                    has been conducted only in the ordinary course of business
                    and in accordance with past practices, and no liability
                    unrelated to the ordinary course of business or in excess of
                    EURO 250,000.00 has been incurred.

               (b)  No action has been taken by the Sellers, the Parent, the
                    Company or any of the Subsidiaries that has resulted in a
                    Material Adverse Change.

               (c)  No contracts unrelated to the ordinary course of business or
                    having a value of more than EURO 250,000.00 have been
                    entered into, amended or terminated by the Parent, the
                    Company or the Subsidiaries.

               (d)  None of the Parent, the Company or the Subsidiaries has
                    commenced any litigation unrelated to the ordinary course of
                    business or having a value higher than EURO 100,000.00,
                    except for those which are aimed at preserving their
                    business or their rights.

               (e)  No transaction has taken place between any of the Parent
                    and/or the Company and/or the Subsidiaries on one side and
                    the Sellers, their

                                     - 10 -



                    relatives and their respective subsidiaries or affiliates on
                    the other side, except transactions at arm's length.

               (f)  No loans or credit agreement having a value of more than
                    EURO 250,000.00 have been entered into, amended or
                    terminated by the Parent, the Company or any Subsidiary.

               (g)  None of the Parent, the Company or any Subsidiary has made
                    any distribution of dividends or of any nature whatsoever;
                    the proceeds of the operations of the Parent, the Company
                    and the Subsidiaries (including, without limitation, the
                    proceeds of the sale of the Real Estate) have not been
                    distributed to the shareholders not paid out to any other
                    third party, and are held by the Parent, the Company and the
                    Subsidiaries, save to the extent that they have been
                    employed by the Parent, the Company and the Subsidiaries in
                    the ordinary course of their business consistent with past
                    practices.

       6.1.8   Taxes

               The Parent and the Company: (i) are in substantial compliance
               with all applicable tax and social security laws and regulations;
               (ii) have filed accurate and complete tax and social security
               returns and any other report, notice, or documentation with the
               competent tax and social security authorities; (iii) have made
               all required payments and withholdings with respect to taxes and
               social security matters; (iv) have not received any assessment,
               injunction, request for payment or other communication from any
               tax or social security authority over the last six years.

               There are no pending proceedings with the tax or social
               securities authority.

       6.1.9   Employees

               The Parent has not, and has never had, employees. There are not
               individuals who may claim to be, or to have been, employed by the
               Parent due to a labour agreement or any other contractual
               relationship or behaviour.

               The number and position of the employees of the Company and the
               Subsidiaries are listed in Annex 6.1.9 and the terms and
               conditions of their employment are those established by
               applicable general or local collective bargaining agreements,
               except as indicated in the same Annex 6.1.9.

               The employees have been regularly remunerated for all services
               carried out in the course of their employment relationships with
               the Company or the Subsidiaries, in accordance with all
               applicable provisions of law and contract. With respect to
               remuneration paid to the employees, all payments due in relation
               to obligatory insurance, severance pay and withholding taxes
               required by law have been regularly effected.

               There are no contracts in place with consultants, agents,
               collaborators or intermediaries which are binding upon the
               Parent, the Company or the

                                     - 11 -



               Subsidiaries and have a duration of more than 12 months or an
               annual remuneration higher than EURO 50,000.00


       6.1.10  Contracts

               No event, and specifically including a change in the shareholding
               structure of the Parent or an unfulfilment or breach whatsoever,
               is capable of adversely affecting the continuation of the
               existing contracts or causing their suspension or termination, or
               acceleration of any payment hereunder.

               All written or oral contracts, agreements and conventions to
               which the Parent or the Company or any of the Subsidiaries are
               party have not been entered into under unusual conditions which
               would unfavourably affect its financial position or otherwise
               than in accordance with the professional practices.

               All contracts in which the Parent, the Company or any of the
               Subsidiaries are party to (i) do not contain provisions contrary
               to mandatory provisions of law (ii) have been duly, timely and
               fully complied with by the Parent, the Company or the relevant
               Subsidiary, as the case may be (iii) were executed, and filed
               (both in their form and substance) in compliance with all the
               applicable provisions of law.

               There are no binding contractual relationships involving the
               Parent or the Company or any of the Subsidiaries, on the one
               side, and the Sellers, their relatives or entities controlled by
               and/or related to, the Sellers, on the other, which are not at
               market terms.

       6.1.11  Environmental

               The Company's and the Subsidiaries' industrial activity has been
               carried out in compliance with all the laws concerning the
               environment, polluting working methods, asbestos, air, soil and
               water emissions, waste and flat batteries disposal and any other
               related or connected provisions of law.

               No proceedings have been issued by competent authorities against
               the Company or any of the Subsidiaries in respect of the above.

       6.1.12  Licenses and Authorisations

               The Parent, the Company and the Subsidiaries have all the
               governmental authorizations, licenses, permits, certifications
               and registrations necessary for the carrying out of their
               activities as currently carried out, and for the regular use of
               their assets as currently used and any such government
               authorizations, licenses, permits, certifications and
               registrations are in full force and effect.

       6.1.13  Compliance with Laws

               The Parent, the Company and the Subsidiaries carry out their
               activity in full compliance with the applicable laws and
               regulations, including, without limitations, those concerning the
               environment and safety of the work environment and products.
               During the last two years neither the Parent nor the

                                     - 12 -



               Company or any Subsidiary have received any notices from public
               authorities alleging the breach of any laws or regulations.

       6.1.14  Litigation

               The Parent, the Company and the Subsidiaries are not party to any
               judicial or arbitration suits or actions, administrative or
               fiscal proceedings; there are no proceedings of any such nature
               threatened in writing nor other outstanding circumstances that
               could give rise to any litigation against the Parent, the Company
               or any of the Subsidiaries.

6.2    Impco hereby represents and warrants to the Sellers, in relation to the
       sale of the Impco Shares and by reference to the circumstances existing
       on the Execution Date that Impco carries out its activity in full
       compliance with the applicable laws and regulations, including, without
       limitations, those concerning the environment and safety of the work
       environment.

7.     INDEMNIFICATION

7.1    The Sellers hereby undertake to indemnify and hold Impco harmless against
       any claim, loss, cost or liability (hereinafter referred to as "Losses")
       suffered by Impco, the Parent, the Company or any of the Subsidiaries
       after the Execution Date and which, had the representations and
       warranties made by the Sellers pursuant to Clause 6 been true, accurate,
       complete and not misleading, would have not been suffered or incurred.

7.2    Impco shall give written notice to the Sellers of any breach of the
       representations and warranties of which Impco becomes aware and which may
       result in a Loss being suffered, upon becoming aware thereof.

7.3    Upon receipt of any such notice of breach the Sellers shall have the
       right to object that the circumstance raised by Impco does not constitute
       a breach of the representations and warranties, by giving written notice
       to such effect to Impco, providing the grounds therefor and attaching all
       supporting documentation evidencing such position. Should Impco not agree
       on such objection the Parties shall have the right to refer the dispute
       to arbitration pursuant to Clause 14 below. Should the Sellers not file
       any such objection within 15 (fifteen) Business Days of the date of
       receipt of the notice of breach, the claim of Impco shall be deemed
       accepted by the Sellers who shall be liable for indemnification in
       accordance with the Clause 7 for all Losses deriving to Impco, the
       Parent, the Company or any Subsidiary therefrom.

7.4    Upon acceptance of its indemnification obligation in relation to a
       specific notice of breach, the Sellers shall have the right to direct the
       actions to be taken by the Parent, the Company or the Subsidiaries to
       defend such claim. In all other cases, the subject matter of the notice
       of breach shall be handled by the Parent or, as the case may be, by the
       Company or any Subsidiary in good faith, provided that in no event any
       action or omission of the Parent, the Company or any Subsidiary may
       result in the indemnification obligation of the Sellers hereunder being
       reduced or voided in relation to Losses deriving from a breach of
       representations and warranties which has not been accepted by the Sellers
       upon receipt of the notice of breach, save in case of gross negligence or
       wilful

                                     - 13 -



       misconduct of a Managing Director other than Mariano Costamagna or an
       individual appointed by the Sellers. Nonetheless in such circumstances
       the Sellers shall have the right to appoint a counsel of their choice and
       at their expenses, who will be consulted by the counsel appointed by the
       Parent or, as the case may be, the Company or the Subsidiaries and shall
       have the right to be informed about all developments of the proceedings.

7.5    The Sellers' indemnification obligation hereunder will be discharged on
       the earlier of: (a) the date on which the Loss has become final and non
       appealable; and (b) the date on which the Loss has been actually
       sustained by the Parent or the Company or any Subsidiary (as a
       consequence of a mandatory provisional order of a Court or other
       competent authority) by paying to the Parent, the Company or the relevant
       Subsidiary an amount equal to 100% of the Loss net of (i) the amount of
       the reserves set aside in relation to such potential liability in the
       Financial Statements; (ii) the amount of any supervening assets depending
       upon actions, omissions or circumstances occurred prior to the Execution
       Date and not shown in the Financial Statements or in the accounts of the
       Parent, the Company or the relevant Subsidiary as at the Execution Date;
       (iii) the amount of any tax benefit actually enjoyed by the Parent, the
       Company or the relevant Subsidiary as a direct consequence of the Loss.
       The Sellers shall not be under an obligation to make any payment for
       indemnification to the Parent, the Company or the relevant Subsidiary, in
       the manner set out in this Clause 7.5, until and unless the aggregate
       amount of the indemnification due by the Sellers shall have exceeded the
       amount of EURO 5,000.000, whereupon the Sellers shall be under an
       obligation to indemnify the full amount of the Losses, including the EURO
       5,000.00. Notwithstanding the foregoing, the Sellers shall pay
       indemnification amounts due hereunder to Impco for any Losses which
       derive form the breach of the representations and warranties set out in
       Clause 6.1.1., 6.1.2., 6.1.3. and 6.1.4.

7.6    For the purposes of the foregoing Clause 7.5, Losses which result in
       disbursement of amounts of money or other assets or in failed collection
       of amounts of money or other assets will be deemed to have occurred on
       the date on which they have been actually sustained by the Parent, the
       Company or any Subsidiary. Losses which do not result in disbursement of
       amounts of money or other assets or in failed collection of amounts of
       money or other assets will be deemed to have occurred on the date on
       which they have been directly or indirectly shown in the financial
       statements of the damaged party.

7.7    Notwithstanding anything to the contrary herein contained, the Sellers
       shall not be liable for indemnification of Losses:

       7.7.1   which depend upon a breach of any representations and warranties,
               other than those set out in Clause 6.1.8 (Taxes), 6.1.9
               (Employees) and 6.1.11 (Environmental), 6.1.13 (Compliance with
               laws), notice of which has been given by Impco after the fourth
               anniversary of the Execution Date;

       7.7.2   which depend upon a breach of the representations and warranties
               set out in Clause 6.1.8 (Taxes), 6.1.9 (Employees) and 6.1.11
               (Environmental), 6.1.13 (Compliance with laws), notice of which
               has been given by Impco after the

                                     - 14 -



               expiration of the applicable statutes of limitation in relation
               to the underlying liability.

7.8    The Sellers hereby undertake to purchase at the book value attributed
       thereto in the Financial Statements all the Slow Moving Stock still held
       by the Company on 31 December 2006 or destroyed between 30 April 2002 and
       31 December 2006; payment of the relevant price will be effected by the
       Sellers on or before 31 January 2007 on the basis of the inventory of the
       Company's stock as at 31 December 2006. This undertaking of the Sellers
       rules out any other remedy available to Impco in relation to the Slow
       Moving Stock, including, without limitation, any claim for breach of the
       representations and warranties.

8.     EARN OUT PUT AND CALL OPTIONS

8.1    The Sellers hereby undertake to grant to Impco the right to purchase the
       Sellers' Quota and, in turn, Impco hereby undertake to grant to the
       Sellers the right to sell the Sellers' Quota to Impco, under the terms
       and conditions set out in this Clause 8. The Options shall be granted
       pursuant to Italian law through signature of the Option Deed.

8.2    The Options may be exercised by giving written notice to such effect to
       the other Party during the 60 (sixty) days period following the date on
       which the financial statements of the Company relating to the fiscal year
       2006 have been approved by the shareholders of the Company or such later
       period as may be agreed by the Parties pursuant to Clause 8.5.. Without
       prejudice to the generality of the foregoing, in the event that Mr.
       Mariano Costamagna ceases to be a director of the Companies:

       (i)     due to health-related reasons which prevents Mr Costamagna from
               fulfilling his duties, the Options may be exercised in advance by
               giving written notice to such effect to the other Party during
               the 60 (sixty) days period following the date on which Mr.
               Mariano Costamagna ceases from the office;

       (ii)    due to any reason other than health-related reasons -such as,
               without limitation, dismissal, resignation, etc.- Impco's Earn
               Out Call Option may be exercised in advance by giving written
               notice to such effect to the Sellers during the 60 (sixty) days
               period following the date on which Mr. Mariano Costamagna ceases
               from the office.

8.3    The Options will be exerciseable in one instance and for all of the
       Sellers' Quota, provided that, if at the date on which Impco's Earn Out
       Call Option is exercised, any of the Sellers and/or Ms. Elisa Costamagna
       and/or Mr. Marco Costamagna is a member of the board of directors of the
       Company or an employee of the Company, the Sellers shall have the right
       to retain a 10% participation in the Parent's capital, thereby reducing
       the Sellers' Quota for which the Impco's Earn Out Call Option has been
       exercised, provided that, in such case, Impco shall have the right to
       exercise the Option on such 10% participation during the 60 (sixty) days
       period commencing on the date on which none of the Sellers and/or Ms.
       Elisa Costamagna and/or Mr. Marco Costamagna is any longer a member of
       the board of directors of the Company or an employee of the Company.

                                     - 15 -



8.4    The price at which the Options may be exercised shall be a percentage
       equal to the Sellers' Quota (minus the 10% in the event that the Sellers
       exercise the retention right provided for in Clause 8.3) of the higher
       of: (i) 5.5 times the average consolidated EBITDA of the Parent during
       the last two financial years preceding the date of exercise of the
       Options (as shown by the approved financial statements of the Parent and
       the Company) less the aggregate amount of dividends paid by the Parent to
       its quotaholders after 1 January 2002; and (ii) 2.5 times the
       consolidated capital and reserves of the Parent as shown by the approved
       financial statements of the Parent for the last financial year. The
       higher of such amount shall be increased by EURO 3,806,900 (Euro three
       million eight hundred six thousand nine hundred), being 60,36 per cent of
       the price for the sale of the Real Estate, provided that the same was
       actually collected by the Company; in the event that the Sellers exercise
       the retention right provided for in Clause 8.3, the option price shall be
       increased by EURO 3,045,520 (Euro three million fourty five thousand five
       hundred and twenty) and the balance of EURO 761,380 (Euro seven hundred
       sixty one thousand three hundred and eighty) shall be added to the price
       of the residual 10% if and when the same shall be purchased by Impco
       pursuant to the relevant call option. The determination of the price
       shall be made by the Auditors by applying the foregoing formula, provided
       that, should any of the Parties disagree with the outcome of the
       Auditors' calculation, the solution of the dispute shall be deferred to
       binding arbitration ("arbitraggio") to be conducted by Deloitte & Touche,
       Milan branch by applying the foregoing formula in accordance with the
       terms of this Agreement.

8.5    The Parties shall have the right to renew the period of exercise of the
       Options for one or more instances and for all or any part of the Sellers'
       Quota, at any time prior to expiration of the Options.

8.6    Formalization of the transfer of the Sellers' Quota for which the Options
       have been exercised and payment of the price therefor, subject to any
       reduction pursuant to Clause 8.3 above, shall occur simultaneously on a
       date, indicated by the purchasing Party, being not later than 10 (ten)
       Business Days after the date on which the relevant option has been
       exercised, unless the transfer is subject to any condition precedent
       provided for by applicable laws (such as any competition clearance) in
       which case the transfer shall occur not later than 10 (ten) days after
       the date on which such condition precedents have been duly met.

8.7    The representations and warranties of the Sellers in relation to
       circumstances existing on the Execution Date as set out in Clause 6 shall
       apply to the sale and purchase of all or any part of the Sellers' Quota
       as a result of exercise of the Options in accordance with the provisions
       of Clause 6 and 7, to the extent then still applicable, except that the
       Sellers shall be liable for indemnification in favor of Impco, in
       accordance with Clause 7, in relation to any Loss which derives from
       actions or omissions of the Parent or the Company occurred prior to the
       date of purchase of the Sellers' Quota pursuant to the Options to the
       extent they have been decided by any of the Sellers or their relatives
       who are directors of the Parent or the Company without authorisation from
       the board of directors.

                                     - 16 -



9.     SELLERS' DEFAULT CALL OPTIONS

9.1    Sellers' Default Call Option One

       In the event that Impco fails to pay the Deferred Portion of the Purchase
       Price on 30 September 2002 in accordance with Clause 3.2.4 of this
       Agreement, the Sellers shall have the right to purchase the Quota from
       Impco, to be exercised within [31 October 2003] by giving written notice
       to the Fiduciary Company, in accordance with Clause 7.3 of the
       Irrevocable Instructions, for a consideration equal to USD 10,000,000 (US
       Dollars ten million), to be paid as follows: (a) a cash portion equal to
       USD 4,285,712 (US Dollars four million two hundred eighty five thousand
       seven hundred and twelve), and (b) a security portion consisting in a
       number of Lock-Up Impco Shares necessary to equal the overall value of
       USD 5,714,288 (US Dollars five million seven hundred fourteen thousand
       two hundred eighty and eight), at a price per share equal to the higher
       between USD 4.33 and the average closing price during the period from 15
       September 2003 to 30 September 2003. Upon exercise of the Sellers'
       Default Call Option One:

       (i)     the Sellers shall deliver to the Fiduciary Company for the
               account of Impco the cash portion of the purchase price;

       (ii)    the Sellers shall deliver to the Fiduciary Company written
               instructions to release to Impco the security portion of the
               purchase price;

       (iii)   the Fiduciary Company shall record the Sellers as beneficial
               owners of the Quota.

9.2    Seller's Default Call Option Two

       Impco hereby undertakes to grant to the Sellers the right to purchase the
       Quota from Impco in accordance with the terms and conditions of this
       Clause 9 through signature of the Option Deed. In the event that,
       following exercise of the Options, Impco fails to purchase the Sellers'
       Quota for which the Option was exercised or fails to pay the relevant
       price in accordance with the provisions of Clause 8 above the Sellers
       shall have the right, to be exercised within 30 (thirty) days from the
       expiry of the term provided for in Clause 8.6, to terminate the sale and
       purchase of the Sellers' Quota occurred pursuant to the exercise of the
       Options in accordance with Clause 8 above and, in turn, shall have an
       option to purchase all or any part (but not less than 20% thereof) of the
       Quota at a price determined and payable in accordance with Clause 8.4,
       except that the amount of EURO 3,806,900 (Euro three million eight
       hundred and six thousand, nine hundred) shall not be added to the amount
       resulting from application of the formula. The price so calculated shall
       be reduced by the amount of USD 8,000,000 (US Dollars eight million) if
       all the Quota is purchased, or any pro-rata portion of such amount if
       less than the entire Quota is purchased.

10.    SELLERS' TURNOVER RELATED CALL OPTION

10.1   Impco hereby grants to the Sellers the right to purchase the Quota from
       Impco in accordance with the terms and conditions of this Clause 10.

10.2   The Sellers' Turnover Related Call Option may be exercised only in the
       event that, following the Execution Date, the business brought by Impco
       to the Company, measured

                                     - 17 -



       in terms of revenues derived by the Company from sales to new customers,
       increased revenues derived by the Company from sales to existing
       customers and revenues derived by the Company from sales to Impco or its
       subsidiaries (hereinafter referred to as "Impco Revenues") has been lower
       than the following yearly targets: (i) EURO 5,000,000.00 (Euro five
       million) in the calendar year 2003; (ii) EURO 7,500,000.00 (Euro seven
       million five hundred thousand) in the calendar year 2004; (iii) EURO
       10,000,000.00 (Euro ten million) in the calendar year 2005; (iv) EURO
       15,000,000.00 (Euro fifteen million) in the calendar year 2006. Impco
       Revenues shall be calculated on a monthly basis.

10.3   In the event that in any of the foregoing calendar years the Impco
       Revenues have been less than the amount set out in relation to such year
       in Clause 10.2, the Sellers shall have the right to exercise the Sellers'
       Turnover Related Call Option during the month of March of the following
       calendar year by giving written notice to such effect to Impco. The
       Sellers' Turnover Related Call Option may be exercised by the Sellers in
       one instance only and for all of the Quota.

10.4   The price payable by the Sellers to Impco for the purchase of the Quota
       pursuant to the Sellers' Turnover Related Call Option shall be determined
       in accordance with Clause 8.4, except that the amount of EURO 3,806,900
       (Euro three million eight hundred and six thousand, nine hundred) shall
       not be added to the amount resulting from application of the formula. The
       Sellers shall have the right to pay part of such price by transfering to
       Impco all or any portion of the Impco Shares held by them, which, for
       such purposes, shall be valued at the average closing stock market price
       of the 30 (thirty) Business Days preceding the date of exercise of the
       Sellers' Turnover Related Call Option, discounted by 5%.

10.5   Formalization of the transfer of the Quota for which the Sellers'
       Turnover Related Call Option has been exercised and payment of the price
       therefor shall occur simultaneously on a date, indicated by the Sellers,
       being not later than 10 (ten) Business Days after the date on which the
       Sellers' Turnover Related Call Option has been exercised, unless the
       transfer is subject to any condition precedent provided for by applicable
       laws (such as any competition clearance) in which case the transfer shall
       occur not later than 10 (ten) days after the date on which such condition
       precedents have been duly met.

10.6   Notwithstanding the foregoing, the Sellers' Turnover Related Call Option
       may not be exercised in the event that, although the Impco Revenues have
       been in any given calendar year lower than the amounts indicated in
       Clause 10.2: (i) the Company's prices or other terms of sale or the
       quality of products or services of the Company were, during all or a
       substantial part of such calendar year not competitive with those of
       competitors based in Europe, North or South America, South Korea or any
       other country where the Company shall directly or indirectly establish
       manufacturing facilities or with companies of Impco Group; (ii) failure
       to reach such amount of Impco Revenues is attributable to managerial
       choices made by the Company with the consent of the board of directors;
       or (iii) failure to reach such amount of Impco Revenues is attributable
       to adverse market conditions affecting the market in general or to other
       circumstances outside the reasonable control of Impco.

                                     - 18 -



11.    SERVICES AND NON COMPETE AGREEMENT

11.1   Mariano and Pier Antonio Costamagna hereby agree to continue rendering
       their services to the Parent; the Company and the Subsidiaries until 30
       June 2007 in substantially the same manner and with substantially the
       same level of commitment as they have been rendered until the date
       hereof.

11.2   In consideration for the services which will be rendered pursuant to
       Section 11.1 and for the undertakings pursuant to Section 11.3, the
       Company shall recognise to Mariano and Pier Antonio Costamagna an overall
       annual compensation of Euro 100,000 (Euro one hundred thousand) each
       which will be paid as compensation as members of the board of directors.

11.3   Mariano and Pier Antonio Costamagna hereby undertake, jointly and
       severally, not to commence, acquire, pursue or otherwise and in any
       manner whatsoever (including, without limitation, as shareholders,
       venturers, consultants, advisors, agents or providers of funding),
       directly or indirectly (including, without limitation, through their
       spouses, sons or other close relatives), engage in, any activity in
       direct competition with the activity currently carried out by the Parent,
       the Company or the Subsidiaries.

11.4   The non compete undertaking of each of Mariano and Pier Antonio
       Costamagna hereunder shall have a duration until the end of the third
       year following the later of the respective dates on which Mariano or, as
       the case may be, Pier Antonio Costamagna: (i) shall no longer hold any
       participation in the Company; or (ii) shall no longer render their
       services to the Parent, the Company or the Subsidiaries.

11.5   The Parties agree and acknowledge that, as at the date hereof, Mariano
       and Pier Antonio Costamagna own controlling participations and are
       members of the board of directors of TCN Vehicles Division S.r.l., TCN
       S.r.l., Europlast S.r.l. and MTM Hydro S.r.l., which companies carry out
       activities similar to, but not directly competing with, the Company and
       the Subsidiaries. Mariano and Pier Antonio Costamagna will be permitted
       to continue operating the business of such companies, provided that the
       same is not expanded in a manner which may bring it in direct competition
       with the activities carried out by the Company and the Subsidiaries and
       that the activity made by Mariano and Pier Antonio Costamagna for the
       account of such companies does not restrain their ability to render
       services to the Parent, the Company and the Subsidiaries pursuant to
       Section 11.1.

       The Parties furtherly agree and acknowledge that, as at the date hereof,
       Mariano and Pier Antonio Costamagna own controlling participations and
       are members of the board of directors of B.R.C. S.r.l. It is agreed
       between the Parties that the activity of such company may be subject to
       non-compete restrictions on the basis of specific agreements to be
       subsequently reached between the Parties.

11.6   Mariano and Pier Antonio Costamagna hereby agree that the compensation
       established for their rendering services pursuant to Section 11.2 above,
       as well as the Purchase Price, are meant to include compensation also for
       the non compete undertakings assumed hereunder, as the same constitute an
       essential element of the overall transaction contemplated by this
       Agreement. As a consequence, in the event of breach of the non-compete
       undertakings, without prejudice to any other rights and remedies
       available to

                                     - 19 -



       Impco pursuant to the law, Mariano and Pier Antonio Costamagna will be
       liable to pay to Impco, by way of liquidated damages, an amount equal to
       Euro 1,000,000.00 for each breach.

12.    MISCELLANEA

12.1   All the obligations of the Sellers hereunder shall be joint and several.

12.2   The sellers hereby acknowledge that Impco is listed on an official stock
       exchange and that, as a consequence, it is subject to severe rules in
       relation to release of communications to the market. As a consequence the
       Parties agree that no communication shall be publicly made by either of
       the Parties without the written consent of the other Party. The Parties
       shall use their best efforts to coordinate the respective communications
       to the public. The provisions of this Clause 11.2 shall not apply to any
       disclosure which any of the Parties may be forced to make for the
       purposes of enforcing judicially any of its rights or that is required by
       an order of a competent public authority or to comply with mandatory
       provisions of law, provided that in all such cases the disclosing Party
       shall give the other Party written notice of such disclosure as soon as
       legally possible and will be under an obligation to limit the disclosure
       to the extent strictly necessary for the relevant purposes.

12.3   Without prejudice to the foregoing, the Sellers hereby agree that at any
       moment after the Execution Date they shall not (and shall cause the
       Company not to) make any communication or release concerning the Parent
       and/or the Company, which may have a direct or indirect impact on Impco's
       stock price, whether positive or negative, without the prior consent of
       Impco.

13     NOTICES

13.1   Any communication or notice in relation to this Agreement shall be
       effected in writing and in English language and delivered by registered
       letter with receipt by return mail and, if necessary, sent by telegram or
       fax in advance, and shall take effect from the date in which the
       registered letter is sent.

13.2.  The aforesaid communications or notices shall have to be sent to the
       following addresses:

       13.2.1  If to Impco:

               IMPCO Technologies Inc., 16804, Gridley Place, Cerritos, Ca.,
               U.S.A., Fax no. 0015629248069, attn. Bob Stemmler, with copy to
               Studio Grimaldi e Associati. via del Lauro 9 20121 Milano, Italy,
               attn. Roberto Cappelli, fax no. +390233355200;

       13.2.2  If to the Sellers collectively:

               Mariano Costamagna, c/o Studio Tibaldi Giraudo, via S. Margherita
               & Alba (CN) (Italy), fax no. +390173362307, with copy to Avv.
               Marco Di Toro, C.so Stati Uniti 62 10128 Torino (Italy), fax no.
               +39011530159.

                                     - 20 -



13.3   It is understood that any communication sent to the above addresses shall
       be considered as received when effectively delivered to the relevant
       Party. Any change of address shall only be valid if communicated in
       writing to the other Party.

14.    GOVERNING LAW AND JURISDICTION

14.1   This Agreement and all Ancillary Agreements shall be governed by and
       interpreted in accordance with the laws of the Republic of Italy.

14.2   Any dispute in relation to the validity, interpretation, execution or
       performance of this Agreement or any Ancillary Agreement shall be
       submitted to arbitration under the rules of the Amsterdam Chamber of
       Commerce by three arbitrators, fluent in Italian and in English, one of
       whom will be appointed by Impco, one by the Sellers and the third, who
       will act as Chairman, by the first two arbitrators or, in the event of
       their failure to reach an agreement within thirty days of their
       appointment, in accordance with the arbitration rules of the Amsterdam
       Chamber of Commerce. The seat of arbitration shall be Amsterdam.

IN WITNESS WHEREOF, the Parties have executed this Agreement in the place and as
of the date first above written.


Impco Technologies Inc.                     Mariano Costamagna

                                            /s/ Mariano Costamagna
- ------------------------                    ---------------------------

                                            Pier Antonio Costamagna

                                            /s/ Pier Antonio Costamagna
                                            ---------------------------

                                            Bruna Giachino

                                            /s/ Bruna Giachino
                                            ---------------------------

                                            Carla Borgogno

                                            /s/ Carla Borgogno
                                            ---------------------------

                                     - 21 -

EX-5.1

EXHIBIT 5.1

IMPCO Technologies, Inc.

16804 Gridley Place

Cerritos, California 90703

Ladies and Gentlemen:

At your request, we have examined the Registration Statement on Form S-3 of IMPCO Technologies, Inc., a Delaware corporation (the “Company”), to be filed on or about December 20, 2002 with the Securities and Exchange Commission (the “Registration Statement”), relating to the registration under the Securities Act of 1933, as amended, of 2,309,470 shares (the “Shares”) of the Company’s common stock, $.001 par value per share. The Shares may be sold to the public by the selling stockholders named in the Registration Statement.

As counsel to the Company, we have examined the proceedings taken by the Company in connection with the issuance by the Company of the Shares. We are of the opinion that the Shares have been duly authorized and have been legally issued, are fully paid and are nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us in the Registration Statement, the prospectus constituting a part thereof and any supplements and amendments thereto.

Very truly yours,

/s/ Davis Wright Tremaine LLP

EX-10.1

                                                                    EXHIBIT 10.1

                            IRREVOCABLE INSTRUCTIONS

These joint Irrevocable Instructions are granted on this 3rd day of October
2002 in Milan.

                                       BY:

(1)    IMPCO Technologies Inc, a company incorporated and existing under the
       laws of State of Delaware U.S.A. with registered offices at 16804,
       Gridley Place, Cerritos, Ca., U.S.A., represented by its director and
       attorney-in-fact, Mr. Terence K. Clapp (hereinafter referred to as
       "Impco"); and

(2)    Mr. Mariano Costamagna, born in Narzole, on 15 March 1951, and domiciled
       at Cherasco, Via La Morra, 2, married, in a separation of assets regime;

(3)    Mr. Pier Antonio Costamagna, born in Narzole, on 22 July 1952, and
       domiciled at Cherasco, Via La Morra, 2, married, in a separation of
       assets regime;

(4)    Mrs. Bruna Giachino, born in Cherasco, on 4 November 1956, domiciled at
       Cherasco, Via La Morra, 2, married in a separation of assets regime;

(5)    Mrs. Carla Borgogno, born in La Morra, on 16 March 1957, domiciled at
       Cherasco, Via La Morra, 2, married in a separation of assets regime
       (Messrs. Mariano and Pier Antonio Costamagna, Bruna Giachino and Carla
       Borgogno are hereinafter jointly referred to as the "Sellers").

(Impco and the Sellers hereinafter individually referred to as one "Party",
collectively referred to as the "Parties").

                                       TO

(6)    Cititrust S.p.A., a fiduciary company incorporated and operating pursuant
       to the laws of Italy, with registered offices in Milan, Foro Buonaparte,
       16 (hereinafter referred to as the "Fiduciary Company").

                                    WHEREAS:

(A)    On even date herewith the Parties have entered into the Option Agreement
       attached hereto as Annex A.

(B)    Pursuant to the Option Agreement referred to above, the Parties have
       agreed to grant to the Fiduciary Company a joint and irrevocable mandate
       to act as registered holder of a participation in the capital stock of
       B.R.C. Society a Responsabilita Limitata, with registered offices at
       Cherasco, via La Morra 1. registered with the Court of Alba under the no.
       02811070040 (hereinafter referred to as the "Parent") and as escrow agent
       in relation to certain other documents, with a view to facilitating the
       completion of the transaction envisaged by the Option Agreement.

(C)    By this document the Parties intend to implement their agreements
       pursuant to the Option Agreement.

NOW, THEREFORE, the Parties hereby grant to the Fiduciary Company the following
joint and Irrevocable Instructions.



1.     DEFINITIONS

       Terms defined in the Option Agreement and/or in any other agreement
       attached thereto shall have the same meaning when used herein.

2.     ACTIONS PERFORMED UPON GRANTING OF THE OPTION

2.1    Concurrently with the signing of these Irrevocable Instructions and of
       the Option Agreement the following actions have been implemented:

       2.1.1   The Parties have signed and delivered to the Fiduciary Company
               the Fiduciary Terms.

       2.1.2   The Sellers have implemented all formalities required in
               accordance with Italian Law to register the Quota in the name of
               the Fiduciary Company without transfer of ownership pursuant to
               the law no. 1966 of 12 November 1939, and as a result thereof the
               Sellers are now the beneficiary holders ("fiducland") and the
               Fiduciary Company is the registered holder ("fiduciaria") of the
               Quota.

       2.1.3   The Sellers have signed and delivered to the Fiduciary Company,
               as escrow holder, a copy of each of the Contracts.

       2.1.4   Impco has paid to the Sellers the first tranche of the Option
               Price pursuant to Section 3.1.1 of the Option Agreement.

       2.1.5   The Sellers have signed and delivered to the Fiduciary Company,
               as escrow holder, a copy of the Lock-Up Agreement.

2.2    The Parties hereby acknowledge and agree that the foregoing activities
       have been implemented in full accordance with the relevant provisions of
       the Option Agreement.

3.     IRREVOCABLE INSTRUCTIONS IN RELATION TO REGISTRATION OF THE QUOTA

3.1    The Fiduciary Company is hereby jointly and irrevocably instructed by the
       Parties to act as registered holder of the Quota in the interest of all
       the Parties and in accordance with the terms and conditions set out
       below.

3.2    During the period from the date hereof to 31 January 2003 (or, if
       earlier, to the Execution Date), save as otherwise provided herein, the
       Fiduciary Company will be the registered holder of the Quota and will
       exercise the rights pertaining thereto, including, without limitation,
       the voting rights and the right to collect dividends, in accordance with
       the instructions received from the Sellers, except that, save as
       otherwise expressly provided below, the Fiduciary Company shall not abide
       by any instruction of the Sellers aimed at disposing of the Quota or of
       rights in or to the Quota in any manner whatsoever, including, without
       limitation, transfer of the Quota or of any rights pertaining thereto to
       the Sellers or to third parties, contribution in kind of the Quota to any
       other company, granting of a pledge or usufruct on the Quota or on any
       right pertaining thereto in favor of the Sellers or of third parties,
       voting in the shareholders meeting of the Parent in favor of a merger or
       de-merger of the Parent.

                                      - 2 -



3.3    During the period from the Execution Date to 30 September 2003 (or, if
       earlier, the date of payment of the Deferred Portion of the Purchase
       Price), save as otherwise provided herein, the Fiduciary Company will be
       the registered holder of the Quota and will exercise the rights
       pertaining thereto, including, without limitation, the voting rights and
       the right to collect dividends, in accordance with the instructions
       received from Impco, except that, save as otherwise expressly provided
       below, the Fiduciary Company shall not abide by any instruction of Impco
       aimed at disposing of the Quota or of rights in or to the Quota in any
       manner whatsoever, including, without limitation, transfer of the quota
       or of any rights pertaining thereto to subsidiaries of Impco or to third
       parties, contribution in kind of the Quota to any other company, granting
       of a pledge or usufruct on the Quota or on any right pertaining thereto
       in favor of subsidiaries of Impco or of third parties.

4.     IRREVOCABLE INSTRUCTIONS IN RELATION TO THE PAYMENT OF THE SECOND TRANCHE
       OF THE OPTION PRICE

4.1    On or before 28 November 2002 Impco shall deliver to the Fiduciary
       Company the Impco Shares duly recorded in the name of the Sellers. Upon
       receipt of such Impco Shares the Fiduciary Company shall:

       4.1.1   Give written notice thereof to the Sellers, in accordance with
               Annex 4.1.1.

       4.1.2   Accept the instructions of the Sellers as to the disposition of
               all the Impco Shares other than the Lock-Up Impco Shares.

       4.1.3   Hold in escrow the Lock-Up Impco Shares and not permit any act of
               disposition on them, including, without limitation, any of the
               actions listed in Section 3.2 above, other than upon joint
               instructions of Impco and the Sellers, until the following dates
               (the "Lock-Up Release Dates"), save as provided in Sections 5.2
               and 7.3:

               (a)  As to 277,690 of the Lock-Up Impco Shares until 1 August
                    2004.

               (b)  As to 460,600 of the Lock-Up Impco Shares until 1 February
                    2005.

               (c)  As to 460,600 of the Lock-Up Impco Shares until 1 August
                    2005.

               (d)  As to the remaining 463,928 Lock-Up Impco Shares until 1
                    February 2006.

4.2    Commencing from each of the Lock-Up Release Dates the Fiduciary Company
       shall accept the instructions of the Sellers as to the disposition of the
       relevant number of the Lock-Up Impco Shares.

4.3    In the event that on 28 November 2002 the Fiduciary Company has not
       received from Impco the Impco Shares duly recorded in the name of the
       Sellers, the Fiduciary Company shall register the Quota in the name of
       the Sellers or as otherwise directed by them and shall deliver to the
       Sellers the signed copies of the Contracts and of the Lock-Up Agreement
       deposited in escrow with the Fiduciary Company pursuant to Section 2.1
       above, whereupon these Irrevocable Instructions and the Fiduciary Company
       Terms shall be terminated and of no further effect whatsoever.

                                      - 3 -



4.4    Notwithstanding the provisions of Section 4.1 above:

       4.4.1   The Fiduciary Company shall be authorised to accept instruction
               of the Sellers to transfer the Lock-Up Impco Shares (i) in case
               of death, by way of either testamentary provisions or mandatory
               provisions of law, (ii) as a bona fide gift or gifts, provided
               that the donee or donees thereof agree to be bound in writing by
               the restrictions set forth herein, (iii) to any trust for the
               direct or indirect benefit of the undersigned or the immediate
               family of the undersigned, provided that the trustee of the trust
               agrees to be bound in writing by the restrictions set forth
               herein, and provided further that any such transfer shall not
               involve a disposition for value, or (iv) with the prior written
               consent of IMPCO. For purposes hereof "immediate family" shall
               mean any relationship by blood, marriage or adoption, not more
               remote than first cousin.

       4.4.2   The Fiduciary Company, as escrow holder of the Lock-Up Impco
               Shares, shall do whatever necessary in accordance with applicable
               laws to enable the Sellers to exercise their rights in and to the
               Lock-Up Impco Shares, including, without limitation, the voting
               rights, the rights to collect dividends and the pre-emption
               rights in relation to capital increases of Impco, other than the
               right to dispose of the Lock-Up Impco Shares in any manner
               whatsoever (except as described in Section 4.4.1 above).

5.     IRREVOCABLE INSTRUCTIONS IN RELATION TO THE EXERCISE OF THE OPTION BY
       IMPCO

5.1    Pursuant to the Option Agreement the option to enter into the Sale And
       Purchase Agreement may be exercised by Impco by giving written notice to
       such effect to the Sellers and the Fiduciary Company, during the Option
       Period. Upon receipt of the notice of exercise Impco and the Sellers
       shall agree on the Execution Date, which, save as otherwise agreed
       between the Parties, will not be a date later than 31 January 2003, and
       Impco shall communicate in writing to the Fiduciary Company the date so
       agreed.

5.2    In the event that no notice of exercise of the option pursuant to the
       Option Agreement is received by the Fiduciary Company during the Option
       Period, these Irrevocable Instructions shall be deemed terminated on the
       date immediately following the last day of the Option Period and the
       Fiduciary Company shall accept the instructions of the Sellers in
       relation to the Quota and the Lock-Up Impco Shares.

6.     IRREVOCABLE INSTRUCTIONS IN RELATION TO THE EXECUTION DATE

6.1    In case of exercise of the option by Impco, on the Execution Date the
       Fiduciary Company shall verify the occurrence of the following events:

       6.1.1   Receipt by the Fiduciary Company from each Party, on behalf of
               the other Party, of a signed copy of: (i) the Sale And Purchase
               Agreement in the form attached hereto as Annex 6.1.1(i); (ii) the
               Shareholders Agreement in the form attached hereto as Annex
               6.1.1(ii); (iii) the Pledge Agreement in the form attached hereto
               as Annex 6.1.1(iii).

                                      - 4 -



       6.1.2   Receipt by the Fiduciary Company, on behalf of the Sellers, of
               the portion of the Purchase Price payable by Impco on the
               Execution Date pursuant to the Sale And Purchase Agreement (i.e.
               USD 4,050,000 and Euro 1,250,000.00).

       6.1.3   Receipt by the Fiduciary Company from the Sellers, on behalf of
               Impco, of Minutes of the Quotaholders meeting of the Parent,
               signed in original by the Chairman and the Secretary of the
               Meeting, in the form attached hereto as Annex 6.1.3 or otherwise
               acceptable by Impco.

       6.1.4   Receipt by the Fiduciary Company from each Party, on behalf of
               the other Party, of a notarised copy, signed by each Party, of
               the Option Deeds in the form attached hereto as Annex 6.1.4.

6.2    Upon verification of the occurrence of all the foregoing events, the
       Fiduciary Company shall:

       6.2.1   Deliver the portion of the Purchase Price referred to in Section
               6.1.2 to the Sellers in accordance with their instructions.

       6.2.2   Record in its books Impco as beneficial owner of the Quota
               instead of the Sellers.

       6.2.3   Deliver to the relevant addressees the other documents received
               in accordance with Section 6.1 above.

       6.2.4   Sign the Pledge Agreement in relation to the Quota before a
               Notary Public.

       6.2.5   Deliver to Impco the copy of the Lock-Up Agreement signed by the
               Sellers and held in escrow by the Fiduciary Company pursuant to
               Section 2.1.5 above.

6.3    In the event that on the Execution Date Impco performs all the actions
       required of it pursuant to Section 6.1 above and the Sellers do not
       perform all the actions required of them, the Fiduciary Company shall,
       alternatively and at the discretion of Impco:

       6.3.1   Receive on behalf of the Sellers all the items delivered by Impco
               pursuant to Section 6.1 and keep them in escrow until full
               satisfaction by the Sellers of their obligations pursuant to
               Section 6.1;

       6.3.2   Deliver to Impco the Sale And Purchase Agreement, the
               Shareholders Agreement and the Option Deeds signed by the Sellers
               and kept in escrow by the Fiduciary Company pursuant to Section
               2.1 above;

               Record in its books Impco as beneficial owner of the Quota
               instead of the Sellers.

               Or

       6.3.4   Give written evidence to Impco of the failure by the Sellers to
               comply with their obligations hereunder;

               Return to Impco the items delivered by Impco pursuant to Section
               6.1 above; and

                                      - 5 -



       6.3.6   Continue to hold in escrow the Quota until receipt of a judgment
               from the competent arbitration court pursuant to the Option
               Agreement or until otherwise directed by Impco.

6.4    In the event that on the Execution Date the Sellers perform all the
       actions required of them pursuant to Section 6.1 above and Impco does not
       perform all the actions required of it, the Fiduciary Company shall, upon
       instructions of the Sellers:

       6.4.1   Give written evidence to the Sellers of the failure by Impco to
               comply with its obligations hereunder;

       6.4.2   Return to the Sellers the items delivered by them pursuant to
               Section 6.1 above; and

       6.4.3   Accept the instructions of the Sellers in relation to the Quota
               and the Lock-Up Impco Shares.

7.     IRREVOCABLE INSTRUCTIONS IN RELATION TO THE PAYMENT OF THE DEFERRED
       PORTION OF THE PURCHASE PRICE

7.1    Pursuant to Section 3.2.4 of the Sale And Purchase Agreement, the
       Deferred Portion of the Purchase Price (equal to USD 7,000,000) is to be
       paid by Impco to the Sellers, by crediting the amount thereof to the
       Fiduciary Company in accordance with the Fiduciary Company's
       instructions, on or before 30 September 2003.

7.2    Upon receipt of such payment the Fiduciary Company shall:

       7.2.1   Give notice thereof to the Sellers.

       7.2.2   Receive from the Sellers copy of the notarial deed confirming the
               release of the Quota from the Pledge.

       7.2.3   Deliver the Deferred Portion of the Purchase Price to the
               Sellers.

       7.2.4   Accept the instructions of Impco in relation to the Quota.

7.3    In case that on any date following 30 September 2003 the Fiduciary
       Company (i) has not received from Impco the Deferred Portion of the
       Purchase Price; and (ii) has received from the Sellers notice of exercise
       of the Sellers Default Call Option One accompanied by deposit with the
       Fiduciary Company of the cash component of the price for exercise of such
       option, equal to USD 4,285,712 in cash and by instructions to release to
       Impco the securities component of the price for exercise of such option,
       equal to a number of the Lock-Up Impco Shares equivalent to USD 5,714,288
       at the price per share equal to the higher between USD 4.33 and the
       average closing price during the period from 15 September to 30 September
       2003; the Fiduciary Company shall:

       7.3.1   Give notice thereof to Impco.

       7.3.2   Record the Sellers as beneficial owners of the Quota in stead of
               Impco and accept the instructions of the Sellers as to the
               disposition of the Quota.

                                      - 6 -



       7.3.3   Deliver to Impco the price for the exercise of the Sellers
               Default Call Option One received from the Sellers.

       7.3.4   Accept the instructions of the Sellers as to the remaining
               Lock-Up Impco Shares.

       Whereupon these Irrevocable Instructions shall be deemed terminated and
       of no further effect whatsoever.

8.     IRREVOCABLE INSTRUCTIONS IN CASE OF CONFLICT BETWEEN THE PARTIES

8.1    The Parties hereby agree and acknowledge that these Irrevocable
       Instructions are granted to the Fiduciary Company by each Party also in
       the interest of the other Party and therefore shall remain irrevocable
       and unmodifiable notwithstanding any claim, action, exception or demand
       made by any of the Parties.

8.2    Notwithstanding the foregoing, the Parties agree that, should the
       Fiduciary Company, supported by independent legal advice, deem that in
       any future circumstance these Irrevocable Instructions do not provide
       adequate guidance as to any specific case and the Parties, upon request
       of the Fiduciary Company, were unable to provide joint clarification as
       to the proper conduct of the Fiduciary Company in such circumstances, the
       Fiduciary Company shall have the right to withhold implementation of the
       action on which it lacks adequate guidance until it receives joint
       instructions from the Parties or until the matter is solved by final
       award of the competent arbitration court pursuant to these Irrevocable
       Instructions or to the relevant agreement.

9.     RIGHTS OF THE FIDUCIARY COMPANY

9.1    Each Party hereby agrees, jointly and severally, to hold the Fiduciary
       Company fully harmless and indemnified from any loss, liability, claim,
       cost or expense that the Fiduciary Company may incur as a consequence of
       its discharging these Irrevocable Instructions in accordance with their
       terms.

9.2    At any time during the validity of these Irrevocable Instructions the
       Fiduciary Company shall have the right to terminate these Irrevocable
       Instructions with three-month prior written notice to both Parties,
       whereupon the Parties shall choose a new fiduciary company to act as a
       "Fiduciary Company" hereunder and the Fiduciary Company shall procure
       that the newly appointed fiduciary company is orderly entrusted with all
       rights and obligations accrued hereunder to the Fiduciary Company until
       the date of termination of these Irrevocable Instructions. In the event
       that the Parties do not agree on the choice of a new fiduciary company
       and give notice thereof to the Fiduciary Company within the date which is
       fifteen days prior to the effective date of the termination notice, the
       Fiduciary Company shall have the right to appoint such new fiduciary
       company (to be chosen among fiduciary companies belonging to primary
       Italian financial institutions) and entrust it with all rights and
       obligations accrued thereunder up to such date, whereupon the newly
       appointed fiduciary company shall be deemed the "Fiduciary Company" for
       all purposes hereunder.

9.3    The fees due to the Fiduciary Company for the discharge of these
       Irrevocable Instructions have been agreed to be in the amount set out in
       Annex 9.3 attached hereto and shall be

                                      - 7 -



       paid by Impco, together with documented out-of-pocket expenses, on the
       dates set out in said Annex.

10.    NOTICES

10.1   Any communication or notice in relation to these Irrevocable Instructions
       shall be effected in writing and in English language and delivered by
       registered letter with receipt by return mail and, if necessary, sent by
       telegram or fax in advance, and shall take effect from the date in which
       the registered letter in sent.

10.2   The aforesaid communications or notices shall have to be sent to the
       following addresses:

       10.2.1  If to Impco:

               IMPCO Technologies Inc., 16804, Gridley Place, Cerritos, Ca.,
               U.S.A., Fax no. 0015629248069, attn. Bob Stemmler, with copy to
               Studio Grimaldi e Associati, via del Lauro 9 20121 Milano, Italy,
               attn. Roberto Cappelli, fax no. +390233355200;

       10.2.2  If to the Sellers collectively:

               Mariano Costamagna, c/o Studio Tibaldi Girando, via S. Margherita
               8 Alba (CN) (Italy), fax no. +390173362307, with copy to Avv.
               Marco Di Toro, C.so Staff Uniti 62 10128 Torino (Italy), fax no.
               +39011530159;

       10.2.3  If to the Fiduciary Company:

               Cititrust S.p.A., Foro Buonaparte 16, Milano (Italy), fax no.
               +390286474-695, attn. Vincenzo Agosta.

10.3   It is understood that any communication sent to the above addresses shall
       be considered as received when effectively delivered to the relevant
       party. Any change of address shall only be valid if communicated in
       writing to the other parties.

11.    TERM

11.1   These Irrevocable Instruction may be terminated at any time by means of a
       letter of termination jointly signed by the Sellers and Impco.

12.    GOVERNING LAW AND JURISDICTION

12.1   These Irrevocable Instructions and all ancillary agreements shall be
       governed by and interpreted in accordance with the laws of the Republic
       of Italy.

       Any dispute in relation to the validity, interpretation, execution or
       performance of these Irrevocable Instructions shall be submitted to
       arbitration under the rules of the Amsterdam Chamber of Commerce by three
       arbitrators fluent in Italian and in English, one of which shall act as
       Chairman, appointed in accordance with the arbitration rules of the
       aforesaid Amsterdam Chamber of Commerce. The seat of arbitration shall be
       Amsterdam.

                                      - 8 -



IN WITNESS WHEREOF, the Parties have executed these Irrevocable Instructions in
the place and as of the date first above written.

Impco Technologies Inc.                     Mariano Costamagna

/s/ [ILLEGIBLE]                             /s/ Mariano Costamagna
- ----------------------                      ---------------------------

                                            Pier Antonio Costamagna

                                            /s/ Pier Antonio Costamagna
                                            ---------------------------

Cititrust S.p.A.                            Bruna Giachino

/s/ [ILLEGIBLE]                             /s/ Bruna Giachino
- ----------------------                      ---------------------------

                                            Carla Borgogno

                                            /s/ Carla Borgogno
                                            ---------------------------

                                      - 9 -

EX-10.2

                                                                    EXHIBIT 10.2

                             SHAREHOLDERS AGREEMENT

This Shareholders Agreement is entered into on this [-]th day of 2003 by and
between:

(1)    IMPCO Technologies Inc., a company incorporated and existing under the
       laws of State of Delaware U.S.A., with registered offices at 16804,
       Gridley Place, Cerritos, Ca., U.S.A., represented by its director and
       attorney-in-fact, Mr. Terence K. Clapp (hereinafter referred to as
       "Impco"); and

(2)    Mr. Mariano Costamagna, born in Narzole, on 15 March 1951, and domiciled
       at Cherasco, Via La Morra, 2, married, in a separation of assets regime;

(3)    Mr. Pier Antonio Costamagna, born in Narzole, on 22 July 1952, and
       domiciled at Cherasco, Via La Morra, 2, married, in a separation of
       assets regime;

       (Messrs. Mariano and Pier Antonio Costamagna, are hereinafter jointly
       referred to as "Costamagna").

WHEREAS:

(A)    Impco and Costamagna on the date hereof have entered into a Sale and
       Purchase Agreement (the "Agreement") pursuant to which Impco purchased
       from Costamagna a participation equal to 50% of the capital stock of
       B.R.C. S.r.l. (the "Parent").

(B)    In accordance with the Signing Option terms and conditions, on the date
       of execution of this Agreement the Quota is registered in the name of the
       Fiduciary Company which shall hold it in escrow until 30 September 2003
       pursuant to the Irrevocable Instructions.

(C)    Costamagna aggregately holds the residual 50% participation in the
       capital stock of the Parent; as follows:

       .  Mariano Costamagna         25%

       .  Pier Antonio Costamagna    25%.

(D)    The Parent holds a quota representing 100% of the issued and outstanding
       capital stock of M.T.M. S.r.l. (the "Company") and indirectly controls
       B.R.C. Brazil and B.R.C. Argentina (the "Subsidiaries").

(E)    Pursuant to the Agreement Costamagna granted to Impco certain call
       options on the residual participation held by Costamagna in the Parent
       and, conversely, Impco granted to Costamagna certain put options for the
       sale of their residual participation in the Parent to Impco; in addition,
       Impco granted to Costamagna certain call options for the purchase of all
       or a portion of Impco's participation in the parent in certain events of
       defaults regarding Impco pursuant to the Agreement.

(F)    Impco and Costamagna hereby intend to regulate the governance of the
       Parent and their mutual relationship as shareholders of the Parent, in
       the frame of the arrangements set out in the Agreement.

NOW, THEREFORE, the parties hereto have agreed as follows:



1.     DEFINITIONS

1.1    Terms defined in the Agreement shall have the same meaning when used
       herein.

1.2    In addition, the following terms shall have the following meanings:

       1.2.1   "Articles" means the articles of association of the Companies,
               attached hereto as Annex 1.

       1.2.2   "Business Plan" means the business plan for the period 2003 -
               2004, the terms of which shall be resolved by the board of
               directors of the Company.

       1.2.3   "Companies" means the Parent and the Company.

       1.2.4   "Impasse" means any of the cases of inability by the directors or
               shareholders of any of the Companies to reach the required
               majority to take a valid resolution of any of the following
               matters: approval of the Companies' financial statements and/or
               business plans, appointment of the board of directors,
               appointment of the Managing Director, capital increases of the
               Companies (to the extent that the capital increase is required to
               comply with any law provision or any order of competent
               authority), distribution of dividend according to the agreed
               dividend pay-out policy, or on any other resolution where failure
               to take such resolution may result in any of the Companies'
               impossibility to carry out its operations or business.

2.     RANGE OF APPLICATION OF THIS SHAREHOLDERS AGREEMENT

2.1    This Shareholders Agreement is intended to govern in a consistent manner
       the governance of both the Parent and the Company. All the provisions
       hereof shall apply to both the Companies or, in case of merger between
       the Companies, to the company resulting from the merger.

2.2    The provisions of this Shareholders Agreement shall apply to the
       Subsidiaries and to any future subsidiaries of the Companies only if the
       same are expressly mentioned by the relevant provisions, provided that it
       is the intention of the Parties to ensure that the management of the
       Subsidiaries and of any future subsidiaries of the Companies is made
       under the control of the board of directors of the Companies and in a
       manner fully consistent with the governance rules provided for the
       Companies.

2.3    The Parties hereby agree and warrant reciprocally to exercise the voting
       rights pertaining to their respective participations and to use their
       influence on the directors respectively designated by them to cause that
       they exercise their respective voting rights, so as to duly and
       punctually implement the agreements set out below.

2.4    The Parties agree that any deviation from the governance rules set out
       below by any of the directors shall be deemed, between the Parties, as a
       breach of this Shareholders Agreement committed by the Party who
       designated such director.

2.5    Impco agrees to cause the Fiduciary Company to exercise the voting rights
       so as to duly and punctually implement the agreements set out hereunder,
       until the Quota will be

                                      - 2 -



       registered under the name of the Fiduciary Company in accordance with the
       Irrevocable Instructions.

3.     BOARD OF DIRECTORS

3.1    The Parties agree that the board of directors of the Companies shall be
       composed of seven members, four of which shall be designated by Impco and
       three of which shall be designated by Costamagna. The Parties acknowledge
       that shareholders' meetings of the Companies held on the Execution Date
       have appointed the following persons as directors of the Companies: Mr.
       Terence K. Clapp, Mr. Robert M. Stemmler, Mr. Timothy Stone and Mr. Pier
       Luigi Mancalvo as directors designated by Impco and Mr. Mariano
       Costamagna, Mr. Pier Antonio Costamagna and Marco Seimandi as directors
       appointed by Costamagna.

3.2    The term of office of the board of directors of the Companies so
       appointed will last on 30 September 2007. In the event that, during the
       term of office, one or more directors other than Mr. [-] shall cease from
       the office for any reason whatsoever, the Party who originally designated
       the ceased director shall have the right to designate the individual who
       should replace the ceased director.

3.3    Should any of the Parties wish to revoke any of the directors designated
       by it, the other Party shall be under an obligation to exercise the
       voting rights pertaining to it in a manner so as to allow such revocation
       and the appointment of another director designated by the revoking Party
       to replace the revoked director, provided that, the revoking Party shall
       keep the other Party and the Companies harmless and indemnified against
       any claim that the revoked director may have towards the Companies as a
       result of such revocation. For the avoidance of any doubt, the Parties
       hereby acknowledge and agree that the inability of the shareholders'
       meeting to take a valid resolution on the revocation of any of the
       directors shall not result in an Impasse.

4.     AUTHORITY OF THE BOARD AND DELEGATION OF POWERS

4.1    Pursuant to the Articles, the board of directors shall be granted all
       powers of ordinary and extraordinary administration of the Companies.

4.2    The board meetings shall be validly held by the attendance of a majority
       of the directors in office and, save as provided in Section 4.3 below,
       will validly resolve by the favorable vote of the majority of the
       directors in attendance. To the extent possible, board meetings may be
       held by teleconference or video conference.

4.3    Notwithstanding any contrary provision contained in the Articles,
       approval of the following resolutions shall be subject to the favorable
       vote of not less than five directors:

       4.3.1   Sale or purchase of assets, businesses or participations having a
               value (taking into account the liabilities assumed or assigned)
               higher than Euro 2,000,000 (Euro two million).

       4.3.2   Undertaking of financial obligations for an amount of more than
               Euro 2,000,000 (Euro two million).

                                      - 3 -



       4.3.3   Introduction of new lines of business or dismissal of any
               existing line of business.

       4.3.4   Execution of contracts between Impco or any affiliates or
               subsidiaries of Impco and the Companies.

       Resolution on the foregoing matters may not be delegated to any single
       director.

4.4    For the entire duration of the term of office of the board of directors
       pursuant to Section 3.2 above, Mr. Mariano Costamagna shall be Managing
       Director of the Companies and shall have the powers listed in Annex[-]
       attached hereto. The Managing Director shall periodically, and not less
       often than quarterly, make a full and detailed report to the board of
       directors of the Companies about the activities undertaken in accordance
       with the powers granted to him. In addition each director shall have the
       right to ask and obtain explanations and information, including all
       relevant documentation, as to any activity that the Managing Director
       shall conduct on behalf of the Companies.

4.5    In the event that Mr. Mariano Costamagna ceases for any reason whatsoever
       to be a director of the Companies, the new Managing Director shall be
       appointed by the board of directors.

4.6    The Chairman of the board of directors shall be chosen among the
       directors designated by Impco.

5.     BOARD OF STATUTORY AUDITORS

5.1    The board of statutory auditors of the Companies shall be composed of
       three effective members and two alternate members. The term of office of
       the board of statutory auditors shall be three years.

5.2    One effective member (who shall act as Chairman of the board of statutory
       auditors) and one alternate member will be designated by Impco; two
       effective members and one alternate member will be designated by
       Costamagna. The Parties acknowledge that shareholders' meetings of the
       Companies held on the Execution Date have appointed the following persons
       as statutory auditors of both the Parent and the Company: Mr. Pio Bersani
       and Mr. Nicola Sirtori respectively as effective and alternate auditor,
       designated by Impco; Mr. Claudio Tibaldi, Mr. Danilo Tibaldi and Ennio
       Berlinghieri respectively the first two as effective and the third one as
       alternate auditor, appointed by Costamagna.

5.3    In the event that, during the term of office, one or more auditors shall
       cease from the office for any reason whatsoever, they shall be replaced
       by the alternate auditor designated by the Party who had originally
       designated the ceased auditor, and the same Party shall also designate
       the new alternate auditor to be appointed.

6.     RIGHT OF FIRST REFUSAL

6.1    The Parties agree that for the entire duration of this Shareholders
       Agreement no sale of the participations held by Costamagna in the Parent
       shall be permitted.

6.2    Without prejudice to the provision of Section 6.1, any Party who intends
       to sell all or any part of its participation in the Parent (the "Selling
       Shareholder") shall give written

                                      - 4 -



       notice of its inception to sell to the other Party, specifying the name
       of the proposed purchaser of the participation (the "Potential
       Purchaser"), the quota to be sold (the "Offered Quota"), the agreed price
       and any other terms and conditions of the sale.

6.3    The other Party shall have 60 days from the date of receipt of the notice
       to inform the Selling Shareholder whether it intends to exercise the
       right of first refusal, thereby purchasing all or any portion of the
       Offered Quota at the conditions indicated in the notice.

6.4    After the lapse of the 60 day period the Selling Shareholder shall be
       obliged to sell to the Party who exercised the right of first refusal the
       Offered Quota or the portion thereof for which the right of first refusal
       was exercised and shall be free to sell to the Potential Purchaser the
       remaining portion of the Offered Quota, if any, subject to the terms and
       conditions set out in Section 6.5 below and provided that the sale to the
       Potential Purchaser shall have to take place within 60 days from the
       lapse of the right of first refusal period and be made at the same
       conditions specified in the Selling Shareholder's notice set out in
       Section 6.2 above, otherwise the right of first refusal procedure shall
       have to be repeated.

6.5    In the event that the Selling Shareholders is Impco, as an alternative to
       the exercise of the right of first refusal provided for in this Section 6
       or of the tag-along right provided for in Section 7, Costamagna shall
       have the right, during the same 60-day period provided for in Section
       6.3, to exercise the put option right provided for in Section 8 of the
       Agreement at the conditions therein provided. Should Impco fail (i) to
       purchase the Sellers' Quota for which the put option is exercised by
       Costamagna, or (ii) to pay the relevant price, Clause 9 of the Agreement
       shall become applicable. Impco shall have the right to sell the Offered
       Quota only on condition that the provisions of this Clause 6.5 are
       fulfilled.

6.6    The sale of the Offered Quota for which the right of first refusal was
       not exercised shall be subject to the Potential Purchaser agreeing to be
       bound by all obligations of this Shareholders Agreement and the relevant
       provisions of the Agreement in the same manner as the Selling Shareholder
       in relation to the Offered Quota, provided that the other Party shall
       have the right to give to the Selling Shareholder and the Potential
       Purchaser written notice or termination of this Shareholders Agreement
       and the Agreement, whereupon this Shareholders Agreement and the
       Agreement shall be deemed terminated in respect of the Potential
       Purchaser.

7.     TAG ALONG RIGHT

7.1    Upon receipt of a notice pursuant to Section 6.2 from the Selling
       Shareholder the other Party, during the same 60 day period following the
       receipt of the notice may, as an alternative to the exercise of the right
       of first refusal, exercise a tag along right, by giving to the Selling
       Shareholder written notice that it intends to sell all or any part of the
       participation held by it (the "Tag Along Quota") to the Potential
       Purchaser under the same terms and conditions specified by the Selling
       Shareholder in its notice.

7.2    If the other Party has exercised the tag along right, the Selling
       Shareholder shall be under an obligation, as a condition precedent to the
       validity of its sale to the Potential Purchaser, to procure that the
       Potential Purchaser purchases from the other Party the Tag

                                      - 5 -



       Along Quota under the same terms and conditions of sale of the Offered
       Quota indicated in the notice given pursuant to Section 6.2.

7.3    Should the Potential Purchaser fail to purchase the Tag Along Quota, the
       Selling Shareholder shall purchase the Tag Along Quota in place of the
       Potential Purchaser at the same terms and conditions (including the
       purchase price specified in the notice sent pursuant to Section 6.2.

8.     BUSINESS PLAN

8.1    The Parties (i) acknowledge that the Business Plan will reflect the
       industrial, financial and business guidelines agreed between them with
       respect to the management and operations of the Companies and will be
       updated yearly and (ii) undertake, also pursuant to Article 1381 of the
       Civil Code to cause the directors of the Companies and of the
       Subsidiaries, respectively designated or caused to be designated and
       appointed by each of them, to comply and take all actions necessary to
       comply with such Business Plan, as amended from time to time, in
       accordance with the provisions of Section 8.2 below.

8.2    The Parties recognise that the Business Plan may be affected by changes
       in external business, political, financial, technical and other
       conditions and accordingly they undertake to amend, revise and improve,
       from time to time, the Business Plan in order to adjust the strategies of
       the Companies to such changes.

8.3    As part of the Business Plan the Parties have agreed to cause that the
       Parent and the Company merge as soon as reasonably practicable. Upon
       merger of the Parent and the Company all provisions of this Shareholders
       Agreement referring to the Companies or to the Parent or to the Company
       shall be deemed to refer to the entity resulting from the merger.

9.     IMPASSE RESOLUTION

9.1    In the event that an Impasse occurs each Party shall have the right to
       give notice to the other Party in writing that an Impasse has occurred,
       whereupon the following procedure will be started.

9.2    The matter on which the Impasse has occurred will first be re-submitted
       to the board of directors or, as the case may be, the shareholders
       meeting to the company where the Impasse occurred within thirty days of
       the date on which a notice of Impasse was sent by any of the Parties. In
       the event that the Impasse occurs again, the matter will be deferred to a
       committee formed by Mr. Mariana Costamagna on behalf of Costamagna and
       the CEO of Impco and behalf of Impco, who will endeavour to find a
       solution to the Impasse consistent with the principles of this Agreement
       within fifteen days from the date of repetition of the Impasse.

9.3    If the committee fails to solve the Impasse, the Party whose contrary
       vote has generated the Impasse will be under an obligation to formulate
       to the other Party an offer in terms of price per share of the Parent.
       The other Party shall, at its discretion, have the right to (i) purchase
       the participation in the Parent of the Party who generated the Impasse at
       the price offered discounted by 15%, or (ii) sell to such Party its own
       participation in the Parent at the price offered by the Party who
       generated the Impasse increased by 10%.

                                      - 6 -



9.4    Upon exercise by the Party who did not generate the Impasse of its
       discretionary right pursuant to Section 9.4 above, the sale and purchase
       of the participation will take place within 10 days. The participation
       transferred will be free and clear of any pledge or third party right or
       option of any kind whatsoever. The purchase price will be paid
       simultaneously with the delivery of the participation.

9.5    In the event that it is not possible to establish that the Impasse was
       generated by the contrary vote of one Party, the Party giving the notice
       of Impasse pursuant to Section 9.2 shall formulate to the other Party an
       offer in terms of value attributed to 100% of the Parent. The other Party
       shall, at its discretion, during the 10 days following receipt of such
       offer, have the right to (i) sell to such Party its own participation at
       a price based on the Parent's value indicated in the notice; or (ii)
       counteroffer a higher value for 100% of the Parent on the basis of which
       such Party is prepared to buy the participation of the Party who gave
       notice of the Impasse. In turn, the latter Party shall have the right to
       counteroffer, within the following ten days, higher value for 100% of the
       Parent and the bid auction will continue until and unless one of the
       Parties accepts the value offered by the other Party and agrees to sell
       its participation at the price based on such value.

9.6    The Parties agree that until the Deferred Portion of the Purchase Price
       is paid by Impco in accordance with Section 3.2.4 of the Agreement, the
       provisions of this Section 9 shall be applied coherently.

10.    TERM

10.1   This Shareholders Agreement shall have a Term until 30 September 2007 and
       shall be deemed automatically renewed for further three-year periods
       unless terminated by any of the Parties by giving written notice to the
       other Party at least three months prior to 30 September 2007 or the lapse
       of each three-year period.

10.2   In addition, but without prejudice to the provisions of Clause 10.4
       hereunder, this Shareholders Agreement may be terminated by each Party by
       giving written notice to the other Party in the event that either Party
       ceases to hold a participation equal to 50% of the Parent's capital or in
       the event that either Party commits a material default of its obligations
       hereunder.

10.3   In the event that this Shareholders Agreement is terminated by either
       Party pursuant to Section 10.2 above, the procedure set our in Clause 9.4
       and 9.5 above shall apply, provided that, the defaulting Party shall be
       deemed, for such purposes, as the Party who generated the Impasse and
       that the discount/increase percentage on the offered price shall be equal
       to 15% by way of liquidated damages.

10.4   In the event that the participation in the Parent's capital held by
       either Party becomes lower than 50% but no lower than 2% (the "Minority
       Shareholding") due to the exercise of the options mentioned in the
       recitals, the following provisions shall apply:

       10.4.1  should the Minority Shareholding be 10% or higher of the Parent's
               legal capital, (i) the provisions of Clauses 6 and 7 shall
               continue to apply, and (ii) the Party owning the Minority
               Shareholding shall have the right to designate one member of the
               board of directors and one effective member of the board of
               statutory

                                      - 7 -



               auditors, and the other Party shall exercise its voting rights to
               procure that the individuals designated by the Party owning the
               Minority Shareholding become members of the board of directors
               and board of statutory auditors, respectively;

       10.4.2  should the Minority Shareholding be less than 10% of the Parent's
               legal capital, (i) the provisions of Clause 6 concerning the
               right of first refusal shall continue to apply only in favour of
               the Party owning the majority of the Parent's legal capital; for
               the avoidance of any doubt, only the Party owning a majority
               participation shall have the right of first refusal (to be
               exercised in accordance with the provisions of Clause 6), and
               only the Party owning the Minority Shareholding shall be under
               the obligation to comply with the provisions of Clause 6 in the
               event it intends to transfer all or any part of the Minority
               Shareholding, and (ii) the provisions of Clause 7 shall continue
               to apply in favour of the Party owning the Minority Shareholding;

       10.4.3  in any case, any further provision of this Shareholders Agreement
               shall terminate.

10.5   In any case, this Shareholders Agreement shall automatically terminate if
       a Party ceases to hold a participation in the Parent for any reason
       whatsoever.

11.    MISCELLANEA

11.1   All the obligations of Costamagna hereunder shall be joint and several.

11.2   Costamagna hereby acknowledge that Impco is listed on an official stock
       exchange and that, as a consequence, it is subject to severe rules in
       relation to release of communications to the market. As a consequence the
       Parties agree that no communication shall be publicly made by either of
       the Parties without the written consent of the other Party. The Parties
       shall use their best efforts to coordinate the respective communications
       to the public. The provisions of this Clause 11.2 shall not apply to any
       disclosure which any of the Parties may be forced to make for the
       purposes of enforcing judicially any of its rights or that is required by
       an order of a competent public authority or to comply with mandatory
       provisions of law, provided that in all such cases the disclosing Party
       shall give the other Party written notice of such disclosure as soon as
       legally possible and will be under an obligation to limit the disclosure
       to the extent strictly necessary for the relevant purposes.

11.3   Without prejudice to the foregoing, the Sellers hereby agree that at any
       moment after the Execution Date they shall not (end shall cause the
       Company not to) make any communication or release concerning the Parent
       and/or the Company, which may have a direct or indirect impact on Impco's
       stock price, whether positive or negative, without the prior consent of
       Impco.

12.    NOTICES

12.1   Any communication or notice in relation to this Shareholders Agreement
       shall be effected in writing and in English language and delivered by
       registered letter with receipt by return mail and, if necessary, sent by
       telegram or fax in advance, and shall take effect from the date in which
       the registered letter is sent.

                                      - 8 -



12.1   The aforesaid communications or notices shall have to be sent to the
       following addresses:

       12.1.1  If to Impco:

               IMPCO Technologies Inc., 16804, Gridley Place, Cerritos, Ca.,
               U.S.A., Fax no. 0015629248069, attn. Bob Stemmler, with copy to
               Studio Grimaldi e Associati, via del Lauro 9 20121 Milano, Italy,
               attn. Roberto Cappelli, fax no. +390233355200;

       12.1.2  If to the Sellers collectively:

               Mariano Costamagna, c/o Studio Tibaldi Girando, via S. Margherita
               8 Alba (CN) (Italy), fax no. +390173362307, with copy to Avv.
               Marco Di Toro, C_so Stati Uniti 62 10128 Torino (Italy), fax no.
               +39011530159.

12.2   It is understood that any communication sent to the above addresses shall
       be considered as received when effectively delivered to the relevant
       Party. Any change of address shall only be valid if communicated in
       writing to the other Party.

13.    GOVERNING LAW AND JURISDICTION

13.1   This Shareholders Agreement shall be governed by and interpreted in
       accordance with the laws of the Republic of Italy.

13.2   Any dispute in relation to the validity, interpretation, execution or
       performance of this Shareholders Agreement shall be submitted to
       arbitration under the rules of the Amsterdam Chamber of Commerce by three
       arbitrators, fluent in Italian and in English, one of whom will be
       appointed by Impco, one by Costamagna and the third, who will act as
       Chairman, by the first two arbitrators or, in the event of their failure
       to reach an agreement within thirty days of their appointment, in
       accordance with the arbitration rules of the Amsterdam Chamber of
       Commerce. The seat of arbitration shall be Amsterdam.

IN WITNESS WHEREOF, the Parties have executed this Agreement in the place and as
of the date first above written.

Impco Technologies Inc.                     Mariano Costamagna

- -----------------------                     -------------------------------

                                            Pier Antonio Costamagna

                                            -------------------------------

                                            Bruna Giachino

                                            -------------------------------

                                            Carla Borgogno

                                            -------------------------------

                                      - 9 -



                                PLEDGE AGREEMENT

                                     between

(1)    Mr. Mariano Costamagna, born in Narzole, on 15 March 1951, and domiciled
       at Cherasco, Via La Morra, 2, married, in a separation of assets regime;

(2)    Mr. Pier Antonio Costamagna, born in Narzole, on 22 July 1952, and
       domiciled at Cherasco, Via La Morra, 2, married, in a separation of
       assets regime;

(3)    Mrs. Bruna Giachino, born in Cherasco, on 4 November 1956, domiciled at
       Cherasco, Via La Morra, 2, married, in a separation of assets regime;

(4)    Mrs. Carla Borgogno, born in La Morra, on 16 March 1957, domiciled at
       Cherasco, Via La Morra, 2, married, in a separation of assets regime
       (Messrs. Mariano and Pier Antonio Costamagna, Bruna Giachino and Carla
       Borgogno are hereinafter jointly referred to as the "Sellers").

                                       and

(5)    Cititrust S.p.A., a fiduciary company incorporated and operating pursuant
       to the laws of Italy, with registered offices in Milan, Foro Buonaparte,
       16 (hereinafter referred to as the "Cititrust"), acting on behalf of
       Impco Technologies Inc., a company incorporated and existing under the
       laws of State of Delaware U.S.A. with registered offices at 16804,
       Gridley Place, Cerritos, Ca., U.S.A. ("Impco").

(Cititrust and the Sellers hereinafter individually referred to as one "Party",
collectively referred to as the "Parties").

                                    WHEREAS:

(a) Cititrust (on behalf of Impco as beneficiary holder of the Quota) has
       purchased from the Sellers a quota (hereinafter the "Quota") of B.R.C.
       societa a responsabilita limitata having a nominal value of 750,000,00
       euros, representing 50% of the issued and outstanding voting capital.

(b) The purchase price of the Quota was agreed by the parties as follows:

       b1)     a USD Cash Portion equal to USD 12,550,000 (US Dollars twelve
       million five hundred and fifty thousand);

       b2)     a Euro Cash Portion equal to EURO 1,250,000 (Euro one million two
       hundred fifty thousand);

       b3)     a Securities Portion for an amount equivalent to USD 10,000,000
       (US Dollars ten million).



(c) Cititrust has paid to the Sellers the Euro Cash Portion, the Securities
Portion and an amount of 5,550,000 USD as down payment of the USD Cash Portion.

(d) Cititrust shall pay to the Sellers the balance of the USD Cash Portion, that
is 7,000,000 USD, on or before 30 September 2003.

(e) The Parties have agreed to secure the payment of the balance of USD Cash
Portion in accordance with the terms and conditions set out below.

Now, therefore, the Parties hereto have agreed as follows.

1) OBJECT OF THE AGREEMENT

Cititrust (on behalf of Impco as beneficiary holder of the Quota) hereby
agrees to pledge the Quota to secure the payment to the Sellers of the balance
of the USD Cash Portion equal to 7,000,000 USD.

2) VOTING RIGHTS AND DIVIDENDS

During the period from the date hereof to 30 September 2003 the voting rights
and the right to collect dividends shall pertain to Cititrust.

3) DEFAULT OF PAYMENT

In case that on 30 September 2003 the Sellers have not received from Cititrust
the payment of 7,000,000 USD, equal to the balance of USD Cash Portion, they
will exercise all the voting rights relating to the Quota and will collects
dividends: in that case the Sellers will also be entitled to set according with
the articles 2797 and 2480 of the Italian Civil Code.

4) INDIVISIBILITY OF THE PLEDGE

The Pledge as above set up shall be indivisible and will secure the whole credit
of the Sellers for the balance due to them the USD Cash Portion.

5) SHAREHOLDERS' BOOK

The pledge as above set up shall be recorded in the shareholders' ledger
concurrently with the signing of this agreement.

Milano, ___ January 2003

                                      - 2 -

EX-10.3

                                                                    EXHIBIT 10.3

                                Lock-Up Agreement

                                     [Date]

___________________________________

___________________________________

       Re:  IMPCO Technologies, Inc./B.R.C. Societa a Responsabilita Limitata

Ladies and Gentlemen:

       The undersigned has entered into that certain Option Agreement dated 3
October, 2002 (the "Agreement"), by and among the Sellers and IMPCO
Technologies, Inc. ("IMPCO"), providing for the granting of an option for the
acquisition by IMPCO of a 50% interest in BRC S.r.l. pursuant to the terms and
conditions of the Agreement and of the Sale and Purchase Agreement. The terms
and conditions of the Lock-Up Agreement are defined in Section 1.4 and its
execution is required pursuant to Section 2.2.4 of the Agreement and,
accordingly, this Lock-Up Agreement is incorporated in its entirety into the
Agreement. Unless defined otherwise in this Lock-Up Agreement, all defined terms
set forth herein shall have the meaning ascribed to them in the Agreement.

       In consideration of the sale and transfer of the Quota to IMPCO, and of
other good and valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the undersigned agrees that, the undersigned will not,
except as set for on Schedule A attached hereto and incorporated herein by this
reference, offer, sell, contract to sell, pledge, grant any option to purchase,
make any short sale or otherwise dispose of any Lock-Up IMPCO Shares, or any
options or warrants to purchase any shares of Lock-Up IMPCO Shares, or any
securities convertible into, exchangeable for or that represent the right to
receive shares of Lock-Up IMPCO Sharesowned directly by the undersigned
(including holding as a custodian) or with respect to which the undersigned has
beneficial ownership within the rules and regulations of the Securities and
Exchange Commission.

       The foregoing restriction is expressly agreed to preclude the undersigned
from engaging in any hedging or other transaction which is designed to or which
reasonably could be expected to lead to or result in a sale or disposition of
the Lock-Up IMPCO Shares even if such Shares would be disposed of by someone
other than the undersigned. Such prohibited hedging or other transactions would
include without limitation any short sale or any sale or grant of any right
(including without limitation any put or call option) with respect to any of the
Lock-Up IMPCO Shares or with respect to any security that includes, relates to,
or derives any significant part of its value from such Shares.

       Notwithstanding the foregoing, the undersigned may transfer the Lock-Up
IMPCO Shares (i) in case of death, by way of either testamentary provisions or
mandatory provisions of law, (ii) as a bona fide gift or gifts, provided that
the donee or donees thereof agree to be bound in writing by the restrictions set
forth herein, (iii) to any trust for the direct or indirect benefit of the
undersigned or the immediate family of the undersigned, provided that the
trustee of the trust agrees to be bound in writing by the restrictions set forth
herein, and provided further that any such transfer shall not involve a
disposition for value, or (iv) with the prior written consent of IMPCO. For
purposes of this Lock-Up Agreement, "immediate family" shall mean any
relationship by blood, marriage or adoption, not more remote than first cousin.
The undersigned now has, and, except as contemplated by clause (i), (ii), (iii)
or (iv) above, for the duration of this Lock-Up Agreement will have, good and
marketable title to the Lock-Up IMPCO Shares, free and clear of all liens,
encumbrances, and claims whatsoever. The undersigned also agrees and consents to
the entry of stop transfer instructions with IMPCO's transfer agent and
registrar against the transfer of the Lock-Up IMPCO Shares except in compliance
with the foregoing restrictions.

       The undersigned understands that IMPCO and the Sellers are relying upon
this Lock-Up Agreement in connection with the sale and transfer of the Quota
pursuant to the terms and conditions of the Agreement. The

IMPCO Technologies, Inc./BRC
Lock-Up Agreement
la-598677

                                        1



undersigned further understands that this Lock-Up Agreement is irrevocable and
shall be binding upon the undersigned's heirs, legal representatives,
successors, and assigns.

                                            Very truly yours,

                                            ------------------------------------
                                            Exact Name of Shareholder

                                            ------------------------------------
                                            Authorized Signature

                                            ------------------------------------
                                            Title

IMPCO Technologies, Inc./BRC
Lock-Up Agreement
la-598677

                                        2



                                   Schedule A

              Restrictive Periods for Sale of Lock-Up IMPCO Shares

The undersigned, pursuant to the terms of the Lock-up Agreement, agrees to
restrict the sale of the Lock-Up IMPCO Shares in accordance with the following
timetable:



                   Time Period                      Percentage of IMPCO Shares Eligible for Sale
                                                
    From Execution Date through 1 August 2004              0% of the Lock-Up IMPCO Shares
            Commencing 1 August 2004                      16.7% of the Lock-Up IMPCO Shares
           Commencing 1 February 2004              an additional 27.7% of the Lock-Up IMPCO Shares
            Commencing 1 August 2005               an additional 27.7% of the Lock-Up IMPCO Shares
           Commencing 1 February 2006              an additional 27.9% of the Lock-Up IMPCO Shares


IMPCO Technologies, Inc./BRC
Lock-Up Agreement
la-598677

                                        3

EX-23.1

EXHIBIT 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3 to be filed on or about December 20, 2002) and related Prospectus of IMPCO Technologies, Inc. for the registration of 2,309,470 shares of its common stock and to the incorporation by reference therein of our report dated July 18, 2002 (except for the 3rd paragraph of Note 1 and Note 13, as to which the date is July 23, 2002) with respect to the consolidated financial statements and schedule of IMPCO Technologies, Inc. included in its Annual Report (Form 10-K) for the year ended April 30, 2002, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Long Beach, California

December 18, 2002