RIVIERA TOOL CO, S-1, 1996-10-15

RIVIERA TOOL CO
S-1, 1996-10-15

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 15, 1996

REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

RIVIERA TOOL COMPANY
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
MICHIGAN 3544 38-2828870
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification
incorporation or organization) Classification Code Number) No.)
</TABLE>

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

5460 EXECUTIVE PARKWAY SE
GRAND RAPIDS, MICHIGAN 49512
(616) 698-2100
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

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

KENNETH K. RIETH, PRESIDENT
5460 EXECUTIVE PARKWAY SE
GRAND RAPIDS, MICHIGAN 49512
(616) 698-2100
(Address, including zip code, and telephone number, including area code, of
agent for service)

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

Copies to:

<TABLE>
<S> <C>
STUART F. CHENEY, ESQ. ALAN I. ANNEX, ESQ.
Dickinson, Wright, Moon, Van Dusen & Freeman Camhy Karlinsky & Stein LLP
200 Ottawa Avenue, N.W., Suite 900 1740 Broadway, Sixteenth Floor
Grand Rapids, MI 49503 New York, NY 10019
(616) 458-1300 (212) 977-6600
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the Registration Statement becomes effective.
------------------------

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, check the following box / /

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO MAXIMUM AGGREGATE AMOUNT OF
SECURITIES BE OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value...... 1,265,000 $8.00 $10,120,000 $ 3,066.67
- ------------------------------------------------------------------------------------------------
Representative's Warrants to
purchase Common Stock(3)...... 110,000 $0.0001 $ 11 (4)
- ------------------------------------------------------------------------------------------------
Common Stock, no par value,
issuable upon exercise of
Representative's Warrant(5)... 110,000 $9.60 $ 1,056,000 $ 320.00
- ------------------------------------------------------------------------------------------------
Total Registration Fee.......... $ 3,386.67
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
</TABLE>

(1) Includes 165,000 shares issuable upon exercise of the Underwriters'
over-allotment option.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
(3) To be issued to the Representative of the Underwriter.
(4) No registration fee required pursuant to Rule 457(g).
(5) Pursuant to Rule 416 of the Securities Act, there are also being registered
such additional indeterminate number of common shares as may become issuable
pursuant to the anti-dilution provisions of the Representative's Warrant.

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 WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2

RIVIERA TOOL COMPANY
CROSS-REFERENCE SHEET PURSUANT TO ITEM 501(B) OF REGULATION S-K

<TABLE>
<CAPTION>
ITEM NUMBER AND CAPTION LOCATION
-------------------------------------------------- -------------------------------------
<S> <C> <C>
1. Forepart of the Registration Statement and Outside
Front Cover Page of Prospectus.................... Outside Front Cover Page

2. Inside Front and Outside Back Cover Pages of
Prospectus........................................ Inside Front Cover Page; Outside Back
Cover
3. Summary Information, Risk Factors and Ratio of
Earnings to Fixed Charges......................... Prospectus Summary; Risk Factors: The
Company

4. Use of Proceeds................................... Use of Proceeds

5. Determination of Offering Price................... Underwriting

6. Dilution.......................................... Dilution

7. Selling Security Holders.......................... Not Applicable

8. Plan of Distribution.............................. Outside Front Cover Page;
Underwriting

9. Description of Securities to be Registered........ Description of Capital Stock

10. Interests of Named Experts and Counsel............ Legal Matters; Experts

11. Information with Respect to the Registrant
(a) Description of Business....................... Prospectus Summary -- The Company;
Business

(b) Description of Property....................... Business -- Properties

(d) Market Price and Dividends on the Registrant's
Common Equity and Related Stockholder
Matter........................................ Cover Page; Dividend Policy; Selected
Financial Data; Principal
Shareholders; Description of Capital
Stock; Underwriting

(e) Financial Statements.......................... Financial Statements

(f) Selected Financial Data....................... Selected Financial Data

(g) Supplementary Financial Information........... Not Applicable

(h) Management's Discussion and Analysis of
Financial Condition and Results of Operations. Management's Discussion and Analysis
of Financial Condition and Results of
Operations
(i) Disagreements with Accountants on Accounting
and Financial Disclosure...................... Not Applicable

(j) Directors and Executive Directors............. Management -- Executive Officers,
Directors and Key Employees

(k) Executive Compensation........................ Management -- Compensation of
Executive Officers and Directors

(l) Security Ownership of Certain Beneficial
Owners and Management......................... Principal Shareholders

12. Disclosure of Commission Position on
Indemnification for Securities Act Liabilities.... Management -- Limitations of
Liability and Indemnification Matters
</TABLE>
<PAGE> 3

Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This Prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such State.

SUBJECT TO COMPLETION, DATED OCTOBER 15, 1996

PROSPECTUS

RIVIERA LOGO
RIVIERA TOOL COMPANY
1,100,000 SHARES

COMMON STOCK
------------------------

Prior to this offering (this "Offering"), there has been no market for the
common stock (the "Common Stock") of Riviera Tool Company ("Riviera" or the
"Company"). It is estimated that the initial public offering price of the Common
Stock will be between $7.00 and $8.00 per share. See "Underwriting" with respect
to the method to be used in determining the initial public offering price. The
Common Stock has been
approved for quotation on the NASDAQ National Market under the symbol "RTCO."

THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 5 OF THIS PROSPECTUS.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS(1) COMPANY(2)
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share....................................... $ $ $
- ------------------------------------------------------------------------------------------------
Total(3)........................................ $ $ $
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
</TABLE>

(1) Excludes a non-accountable expense allowance payable to National Securities
Corporation as representative (the "Representative") of the several
underwriters (the "Underwriters") equal to 3% of the total Price to Public.
The Company will sell five-year warrants to the Representative (the
"Representative's Warrants") entitling the Representative to purchase up to
110,000 shares of Common Stock. The Company has agreed to indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended. See "Underwriting."

(2) Before deducting the expenses of this Offering which are payable by the
Company estimated at $ , which includes the nonaccountable expense
allowance payable to the Representative.

(3) The Company has granted the Underwriters a 45-day option to purchase up to
165,000 additional shares of Common Stock to cover over-allotments. If this
option is exercised in full, the total Price to Public, Underwriters'
Discounts and Commissions, and Net Proceeds to the Company will be
$ , $ , and $ , respectively. See
"Underwriting."
------------------------

The shares of Common Stock are being offered by the Underwriters subject to
prior sales when, as, and if delivered to and accepted by them and subject to
their right to reject any order in whole or in part. It is expected that
delivery of the shares will be made against payment at the offices of National
Securities Corporation, 1001 Fourth Avenue, Seattle, Washington 98154, on or
about , 1996.

NATIONAL SECURITIES CORPORATION

The date of this Prospectus is , 1996.
<PAGE> 4

[PHOTOS]

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMPANY'S
COMMON STOCK AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL
MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME.

2
<PAGE> 5

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements included elsewhere in this Prospectus.
Unless the context indicates otherwise, Riviera Tool Company, dba Riviera Die &
Tool, Inc, is referred to as the "Company" or "Riviera." Except as otherwise
noted, all information in this Prospectus assumes no exercise of the
Underwriters' over-allotment option. Investors should carefully consider the
information set forth under the heading, "Risk Factors."

THE COMPANY

The Company designs, develops and manufactures custom large scale metal
stamping die systems used in the high speed production of sheet metal stamped
parts and assemblies for the automobile industry. The Company incorporates its
knowledge of integrated computer technologies with the design and manufacture of
metal stamping die systems resulting in solutions that address the specific
manufacturing requirements of its main customers, Chrysler Corporation
("Chrysler"), Ford Motor Company ("Ford") and General Motors Corporation
("General Motors"), the three largest domestic automobile manufacturers (the
"OEMs"), and their tier one suppliers of sheet metal stamped parts and
assemblies.

Management has strategically positioned the Company as one of North
America's most technologically advanced independent suppliers of metal stamping
die systems utilizing a totally computer integrated process for the design,
manufacture and validation of its products. The Company should continue to
benefit from current trends in the global automotive industry which require
continuous quality improvement, simultaneous engineering and development, and
increasing reliance on a select number of suppliers capable of utilizing
computer integrated technology to develop new automobile models. Examples of
parts made from die systems recently developed and manufactured by the Company
include the bumper system for the Ford Explorer and F-Series trucks, door panels
and wheels for the Jeep Wrangler, structural body components for the Chrysler
Neon and mini-vans, as well as body panels for semi-tractor vehicles.

The Company maintains "Preferred Supplier" status with Chrysler and Ford.
The Company has been awarded Chrysler's PentaStar quality award, the highest
quality award for a single plant supplier and Ford's Q-1 supplier award, an
award that has historically been given to suppliers who manufacture parts and
assemblies, rather than suppliers of tooling and equipment. The Company was the
first tool and die supplier to be awarded the Q-1 status by Ford.

Through the use of electronic data interchange ("EDI"), the Company
communicates directly with the OEMs' design and development centers regarding
specific product and manufacturing information necessary to develop a custom
manufacturing system for each respective part. This digital data base is
incorporated in each phase of the design, manufacture and validation process for
both the prototype and production tooling systems, ensuring high quality
repeatable processes. The Company is intimately familiar with the OEMs' design
specifications and through the utilization of EDI, can communicate simultaneous
design information, facilitating further reductions in product development lead
time and cost. The Company intends to use a portion of the proceeds of this
Offering to enhance its technical capabilities and competitive position by
integrating relational data based engineering information with its high-speed
precision machining centers. Relational data base engineering systems can
significantly reduce design lead time and high-speed precision machining centers
are designed to nearly double the through-put capacity of each machine on a
semi-automated basis at approximately half the cost of traditional computerized
machining centers.

The Company has adopted a strategy that includes (i) single source program
management from concept to completion; (ii) vertical integration of all phases
of process development centered around electronic data base applications; (iii)
simultaneous engineering of product and process development to further improve
quality, lower costs and shorten lead times; and (iv) maintaining ongoing
continuous improvement programs enabling it to improve its products and services
in response to technological advances and the changing requirements of its
customers.

The Company was originally acquired by the purchase of the assets of an
existing tool and die business on December 19, 1967 and was incorporated in its
present form in 1988 under the laws of the State of Michigan

3
<PAGE> 6

as an investment vehicle for Motor Wheel Corporation, an Ohio corporation,
currently owning 50% of the Company's common stock. Since that time the business
has been operating as the wholly-owned and only subsidiary of the Company. Prior
to this Offering the operating subsidiary was merged into the Company, which now
operates the business. Since the financial statements for the business have been
audited and reported on a consolidated basis since 1988, this merger had no
effect on the substance of the financial statements of the business. See Note 1
of Notes to Financial Statements -- Nature of Business and Significant
Accounting Policies -- Reporting Entity. Its executive offices and manufacturing
facility are located at 5460 Executive Parkway, Grand Rapids, Michigan 49512,
and its telephone number is (616) 698-2100.

4
<PAGE> 7

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the Company.......... 1,100,000 shares(1)
Common Stock to be outstanding after the
Offering................................... 2,560,000 shares(1)
Use of Proceeds.............................. Reduction of financial institution debt, to
acquire fixed assets, retirement of all
outstanding 8% Cumulative Preferred Stock,
and for general working capital purposes. See
"Use of Proceeds."
NASDAQ NMS Symbol............................ "RTCO"
</TABLE>

- -------------------------
(1) Assumes no exercise of the Underwriters' over-allotment option. See
"Underwriting."

SUMMARY FINANCIAL DATA

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED AUGUST 31, MAY 31,
--------------------------------------------------- ------------------
1991 1992 1993 1994 1995 1995 1996
------- ------- ------- ------- ------- ------- -------
(IN 000'S EXCEPT PER SHARE DATA) (UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATION DATA:
Sales........................ $19,299 $13,207 $18,946 $22,425 $22,225 $17,261 $14,022
Gross Profit................. 2,380 1,160 1,788 2,749 4,108 3,018 2,787
Income (loss) from
Operations................. 868 (311) 318 1,625 2,163 1,494 1,514
Interest Expense............. 1,084 780 856 1,415 1,749 1,299 1,188
Other Income................. 263 265 244 149 149 182 123
Other Expense(1)............. 0 0 2,247 532 0 0 0
Income (loss) before taxes... 47 (826) (2,541) (173) 563 377 449
Income Taxes (Benefits)...... 38 (312) (252) (134) 77 128 162
-------- -------- -------- -------- -------- -------- -------
Net Income (loss)............ $ 9 $ (514) $(2,289) $ (39) $ 486 $ 249 $ 287
======== ======== ======== ======== ======== ======== =======
Net Income (loss) per share,
as adjusted(2)............. $-- $(.20) $(.89) $(.01) $.19 $.10 $.11
======== ======== ======== ======== ======== ======== =======
OTHER DATA:
Depreciation &
amortization............... 1,241 991 993 1,214 1,438 919 830
======== ======== ======== ======== ======== ======== =======
</TABLE>

<TABLE>
<CAPTION>
AS OF MAY 31, 1996
-------------------------
ACTUAL AS ADJUSTED(2)
------- --------------
(UNAUDITED)
<S> <C> <C>
BALANCE SHEET DATA:
Working Capital (Deficiency).......................................... $(2,444) $ 7,473
Total Assets.......................................................... 22,738 22,892
Current Portion of Long-Term Debt & Capital Leases.................... 1,494 1,000
Revolving Line of Credit.............................................. 9,736 500
Long-term Capital Leases & Term Debt, less current portion............ 1,181 4,000
Redeemable Preferred Stock............................................ 111 --
Common Stockholder's Equity........................................... 5,507 12,684
</TABLE>

- -------------------------
(1) Other Expense includes the following: For 1993, amount represents loss from
related company as a write-off of $1,687,000 of preferred stock of such
company and write-off of receivable from such entity of $560,000. For 1994,
amount represents $532,000 in costs associated with vacant facility space
formerly leased to the related company.

(2) Adjusted to give effect to the sale by the Company of 1,100,000 shares of
Common Stock offered hereby at an estimated initial public offering price of
$7.50 per share, less applicable underwriting discounts and commissions and
estimated offering expenses payable by the Company.

5
<PAGE> 8

RISK FACTORS

A prospective investor should consider, together with the other information
set forth in this Prospectus, the following:

RELIANCE UPON MAJOR CUSTOMERS

Approximately 24% of the Company's sales during fiscal 1995 and 47% in
fiscal 1994 were made directly to Chrysler Corporation. In addition,
approximately 7% of the Company's sales during fiscal 1995 and 8% during fiscal
1994 were made directly to Ford Motor Company. Ford suppliers represented
approximately 55% and 31% of the Company's sales during fiscal 1995 and 1994,
respectively. For the nine months ended May 31, 1996, Chrysler, Ford, General
Motors and their tier one suppliers accounted for approximately 15%, 31% and 12%
of the Company's revenues, respectively.

The loss of the Company's relationship with these customers, or a
significant reduction of their minimum tooling purchases, or a reduction in new
product development due to economic conditions, could have a material adverse
effect upon the Company.

The Company is directly dependent on its customer who directly produce the
end use product. As a result, if the end use producers (Chrysler, Ford and
General Motors) experience difficulties in such critical areas as style, quality
or global competition, the demand for such end use producer's product may be
adversely affected, which may in turn adversely affect the Company.

GENERAL FACTORS AFFECTING MANUFACTURING CONCERNS

The revenue and value of manufacturing concerns, such as the Company, in
general, may be adversely affected by a number of factors, including: (a) the
international, national, regional and local economic climate -- in particular,
manufacturing intended for large ticket durable consumer goods, which directly
contributes to or adversely affects the work loads of manufacturing concerns
supplying product that will contribute to or be incorporated into end use
consumer products. (b) international monetary cycles -- manufacturing concerns
produce products that contribute to or are otherwise incorporated into retail
consumer end use products will directly or indirectly be competing on a global
basis. Where price becomes an issue, monetary cycles may contribute to or
detract from competitive positioning. (c) the need to periodically repair,
replace, upgrade and expand existing production capabilities may not prove to be
a profitable endeavor. (d) the dependence on other industries -- manufacturing
concerns that do not produce an end product but contribute to an end product
produced by another manufacturing concern are subject to both the trends of the
end user and the buying practices of the manufacturer that assembles into a
merchantable product. (e) manufacturing concern values are affected by factors
such as changes in interest rates and the availability of financing in capital
- -- intensive industries, an in addition, manufacturing concerns do not typically
receive progress payments from their customers.

VOTING CONTROL

Following completion of this Offering, Riviera Holding Company (owned 100%
by Kenneth K. Rieth), a Michigan corporation and Motor Wheel Corporation, an
Ohio corporation located in Lansing, Michigan, will each have approximately
28.5% of the voting power and ownership of the Company (assuming no exercise of
the Underwriters' over-allotment option). Together they will have effective
voting control of the Company, and will be able to elect or remove all of the
Company's Directors and will exercise significant control over the Company's
affairs. These two shareholders have entered into a formal voting agreement. See
"Principal Shareholders."

DEPENDENCE ON EXISTING MANAGEMENT

Kenneth K. Rieth and a few key employees have been primarily responsible
for the development of most of the Company's products, processes and business
methods. The loss or interruption of the continued full-time services of any of
them could have a material adverse effect on the Company. The Company maintains

6
<PAGE> 9

"Key-man" life insurance policies on Kenneth K. Rieth, President, C.E.O. and
Director, and Leonard H. Wood, Vice President, General Manager and Director, for
$2,500,000 and $500,000, respectively. See "Management."

COMPETITION AND MARKET CONSOLIDATION

The tooling systems industry is highly competitive, and there can be no
assurance that the Company will be able to compete successfully in the future.
The Company's largest customers, Chrysler and Ford, both have internal die
construction capability; however, the Company believes that such capacity is
insufficient in relationship to their total requirements. The Company believes
that the automobile industry has been going through a tooling systems supplier
consolidation and that there are now fewer quality oriented, full service die
systems suppliers. There is no assurance that the Company will continue to
qualify as a supplier to any of the automobile manufacturers. The loss of any
such qualification would have a material adverse effect on the Company.

IMMEDIATE AND SUBSTANTIAL DILUTION

After giving effect to the sale by the Company of the 1,100,000 shares of
Common Stock being offered hereby at an estimated public offering price of $7.50
per share (assuming no exercise of the Underwriters' over-allotment option and
application of the net proceeds therefrom), there will be an immediate increase
in the Company's net tangible book value of $1.18 per share and an immediate
dilution of $2.55 per share to investors who purchase Common Stock pursuant to
this Offering. See "Dilution."

SHARES ELIGIBLE FOR FUTURE SALE

The 1,460,000 shares of Common Stock held by Riviera Holding Company, owned
100% by Kenneth K. Rieth, and Motor Wheel Corporation after the date of this
Prospectus will be eligible for sale in accordance with Rule 144 under the
Securities Act of 1933, as amended, 90 days following the date of this
Prospectus. Under Rule 144, shareholders who have held fully-paid shares for at
least two years may sell them without registration under certain conditions. The
sale of a significant portion of these shares in the open market could have a
material adverse effect on the market price of the Common Stock. However,
Riviera Holding Company and Motor Wheel Corporation have agreed with the
Representative that they will not sell or otherwise dispose of any Common Stock
for two years from the date of this Prospectus without the consent of the
Representative. See "Shares Eligible for Future Sale" and "Underwriting."

Riviera Holding Company and Motor Wheel have executed a written
Shareholders Agreement (the "Shareholders Agreement") dated October 14, 1996.
Pursuant to the Shareholders Agreement, Motor Wheel has granted Riviera Holding
Company an option to purchase all shares of stock of the Company held by Motor
Wheel. The purchase price under this option is $3.0 million. This option will
lapse on October 14, 1997. See "Principal Shareholders -- Shareholders
Agreement" and "Shares Eligible for Future Sale."

PREFERRED STOCK

The Board of Directors of the Company is authorized to issue, without any
further action on the part of the Company's shareholders, up to 200,000 shares
of preferred stock (the "Preferred Stock") in one or more series with such
designations, preferences, limitations and other rights, including voting
rights, as are determined by the Board of Directors from time to time. The
issuance of such shares of preferred stock could result in the dilution of the
voting power of the shares on Common Stock purchased in this Offering and could
have a dilutive effect on earnings per share. See "Description of Capital
Stock."

ABSENCE OF PRIOR MARKET FOR COMMON STOCK

There has been no public market for the Common Stock of the Company prior
to this Offering. There can be no assurance than an active public market for the
shares will develop or be sustained after this Offering or that the market price
of the Common Stock will not decline below the initial public offering price.
The initial public offering price of the Common Stock offered hereby was
determined by negotiations between the

7
<PAGE> 10

Company and the Representative and may not be indicative of the market price of
the Common Stock in the future. See "Underwriting." The trading price of the
Company's Common Stock in the future could be subject to wide fluctuations in
response to quarterly variations in operating results of the Company or its
competitors, changes in analysts' estimates of the Company's financial
performance, regulatory developments, general industry conditions, worldwide
economic and financial conditions, and other factors. During certain periods,
the stock markets have experienced extreme price and volume fluctuations. In
addition, securities sold in initial public offerings have been especially
susceptible to price volatility. These broad market fluctuations and other
factors may adversely affect the market price of the Company's Common Stock.

DEBT COVENANT VIOLATIONS

In connection with the Company's revolving line of credit and notes payable
to banks, the Company has agreed to certain covenants. The agreements require
the Company to maintain working capital and net worth at specified levels, do
not permit the debt-to-equity ratio to exceed a specified amount, and prohibit
the payment of cash dividends. The Company presently is not in compliance with
certain of these covenants.

USE OF PROCEEDS

The net proceeds to be received by the Company from the sale of the
1,100,000 shares of Common Stock offered hereby at an estimated public offering
price of $7.50 per share are estimated to be $7,177,500 ($8,254,126 if the
Underwriters' over-allotment option is exercised in full). The Company intends
to apply the net proceeds to reduce financial institution debt which was
incurred for fixed asset acquisition (approximately $2,675,000) and repay
working capital borrowed for its sales growth (approximately $9,736,000). The
net proceeds and the unused credit available to the Company may be used to
acquire additional fixed assets, for working capital and other general corporate
purposes, including accommodating growth and future production through the
addition of plant and equipment acquisitions and payment of a preferential
dividend previously declared (see "Dividend Policy"). As of the date of this
Prospectus, there are no agreements or understandings with respect to specific
acquisitions. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Liquidity and Capital Resources." The fixed asset
acquisition debt bears interest at the annual interest rate of 12.25% ($496,962
due November 30, 1996), 9.9% ($1,180,504 due March 1, 1999), 16.4% ($15,714 due
June 30, 1996), and 7.0% ($382,828 due September 1, 1998). The working capital
borrowing ($9,735,533) bears annual interest at the rate of prime plus 4% and is
due November 30, 1996. Upon completion of this Offering and application of the
proceeds therefrom, the Company will restructure its bank debt into a $10.0
million revolving line of credit, of which $500,000 will be drawn upon closing,
and a $5.0 million, 5 year term loan bearing annual interest at the rate of
prime. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations -- Liquidity and Capital Resources." The Company believes
that this line of credit, the lower cost of such funds and internally generated
cash flow will be sufficient to cover anticipated cash needs through 1997.

8
<PAGE> 11

DILUTION

As of May 31, 1996, the net tangible book value per share of Common Stock
of the Company was $3.77. "Net tangible book value per share" represents the
book value of the Company's tangible assets less the amount of its liabilities,
divided by the number of shares of Common Stock outstanding. Upon completion of
this Offering, 2,560,000 shares of Common Stock will be outstanding with a pro
forma net tangible book value per share of $4.95. As a result of this Offering,
there will be an immediate dilution to new investors of approximately $2.55 per
share. "Dilution" represents the difference between the price per share paid by
new investors in this Offering and the pro forma net tangible book value per
share as of May 31, 1996, after giving effect to this Offering. The following
table illustrates this dilution:

<TABLE>
<S> <C> <C>
Initial public offering price per share........................ $7.50
Net tangible book value per share before this Offering....... $3.77
Increase in net tangible book value per share attributable to
new investors............................................. 1.18
Pro forma net tangible book value per share after this
Offering..................................................... 4.95
-----
Dilution per share to new investors............................ $2.55
=====
</TABLE>

The following table summarizes, as of the completion of this Offering, the
differences between the effective cash contributions paid by the existing
shareholders of the Company and the new investors with respect to the number of
shares purchased from the Company, the total consideration paid, and the average
price per share.

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
-------------------- -----------------------------------
NUMBER PERCENT AMOUNT PERCENT PER SHARE
--------- ------- ----------- ------- ---------
<S> <C> <C> <C> <C> <C>
Existing shareholders....................... 1,460,000 57.0% $ 4,693,150 36.2% $3.21
New investors(1)............................ 1,100,000 43.0% 8,250,000 63.8% 7.50
--------- ----- ----------- ------ ------
Total................................ 2,560,000 100.0% $12,943,150 100.0%
========= ===== =========== ======
</TABLE>

- -------------------------
(1) Assumes the sale of 1,100,000 shares of Common Stock at an initial public
offering price of $7.50 per share.

DIVIDEND POLICY

The Company has never paid dividends on its common stock and currently
intends to retain future earnings in order to provide funds for the operation
and expansion of its business and, accordingly, does not anticipate paying cash
dividends in the foreseeable future. Furthermore, the Company's current lending
arrangement with its principal commercial lender prohibit the payment of common
stock dividends without the consent of the lender and the Company anticipates
that any future lending facilities will include similar restrictions. Such
restrictions could limit the Company's ability to pay common stock dividends in
the future.

Pursuant to the Shareholder Agreement dated October 14, 1966 between Motor
Wheel and Riviera Holding Company, the Company has declared a preferential
dividend of approximately $170,000 on the shares of Common Stock of the Company
owned by Riviera Holding to pay the income tax payable by Riviera Holding
Company as a result of the lapse of options by Motor Wheel to purchase common
stock owned by Riviera Holding Company and as a result of the dividend itself.

9
<PAGE> 12

CAPITALIZATION

The following table sets forth the actual short-term debt and
capitalization of the Company at May 31, 1996. Also set forth is such data, pro
forma, to give effect to the sale by the Company of the 1,100,000 shares of
Common Stock offered hereby and the application of the estimated net proceeds
therefrom.

<TABLE>
<CAPTION>
MAY 31, 1996
-------------------------
ACTUAL AS ADJUSTED(1)
------- --------------
(IN THOUSANDS)
(UNAUDITED)
<S> <C> <C>
Notes Payable and Capital Leases -- Current(2)........................ $11,229 $ 1,500
======== ========
Long-term Debt Obligations, less current portions(2).................. $ 1,025 $ 4,000
Long-term Capital Leases, less current portions(2).................... 156 --
Preferred Stock, no par value, 200,000 shares authorized and none
outstanding......................................................... -- --
8% Cumulative Preferred Stock, $5 par value, $100 redemption value
-- 1,425 shares authorized and outstanding.......................... 111 --
Common Stockholder's Equity:
Common Stock, no par value --
6,000,000 shares authorized, 1,460,000 shares outstanding, 2,560,000
as adjusted......................................................... -- 7,177
Additional Paid-in Capital............................................ 4,392 4,392
Retained Earnings..................................................... 1,115 1,115
-------- --------
Total Stockholder's Equity..................................... 5,507 12,684
-------- --------
Total Capitalization.................................................. $ 6,799 $ 16,684
======== ========
</TABLE>

- -------------------------
(1) Assumes no exercise of the Underwriters' over-allotment option. See
"Underwriting."

(2) See Notes 5 and 10 of Notes to Financial Statements.

10
<PAGE> 13

SELECTED FINANCIAL DATA

The following selected financial data for each of the five fiscal years in
the period ended August 31, 1995 is derived from financial statements which have
been audited by Plante & Moran LLP, independent public accountants, and should
be read in conjunction with the Financial Statements and Notes thereto included
elsewhere herein. The statement of operation data for the nine months ended May
31, 1996 and 1995, and the balance sheet data at May 31, 1996, are derived from
unaudited financial statements of the Company that include all adjustments,
consisting of only normal recurring adjustments, that the Company considers
necessary for a fair presentation of its results of operations for such periods.
The results of operations for the nine months ended May 31, 1996 are not
necessarily indicative of results to be expected for the entire year.

<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEAR ENDED AUGUST 31, MAY 31,
----------------------------- -----------------
1993 1994 1995 1995 1996
------- ------- ------- ------- -------
(UNAUDITED)
(IN 000'S EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATION DATA:
Sales........................................... $18,946 $22,425 $22,225 $17,261 $14,022
Gross Profit.................................... 1,788 2,749 4,108 3,018 2,787
Income from Operations.......................... 318 1,625 2,163 1,494 1,514
Interest Expense................................ 856 1,415 1,749 1,299 1,188
Other Income.................................... 244 149 149 182 123
Other Expense(1)................................ 2,247 532 0 0 0
Income (loss) before income taxes............... (2,541) (173) 563 377 449
Income Taxes (Benefits)......................... (252) (134) 77 128 162
------- ------- ------- ------ -------
Net Income (Loss)............................... $(2,289) $ (39) $ 486 $ 249 $ 287
======= ======= ======= ====== =======
Operating Income per share, as adjusted(2)...... $ .12 $ .63 $ .84 $ .58 $ .59
======= ======= ======= ====== =======
OTHER DATA:
Depreciation & amortization..................... 993 1,214 1,438 919 830
------- ------- ------- ------ -------
</TABLE>

<TABLE>
<CAPTION>
AS OF MAY 31, 1996
-------------------------
ACTUAL AS ADJUSTED(2)
------- --------------
(UNAUDITED)
<S> <C> <C>
BALANCE SHEET DATA:
Working Capital (Deficiency).......................................... $(2,444) $ 7,473
Total Assets.......................................................... 22,737 22,892
Current Portion of Long-term Debt & Capital Leases.................... 1,494 1,000
Revolving Line of Credit.............................................. 9,736 500
Long-term Capital Leases & Term Debt, less current portion............ 1,181 4,000
Redeemable Preferred Stock............................................ 111 --
Common Stockholder's Equity........................................... 5,507 12,684
</TABLE>

- -------------------------
(1) Other Expense includes the following: For 1993, amount represents loss from
related company as a write-off of $1,687,000 of preferred stock in such
company and a write-off of receivables from such entity of $560,000. For
1994, amount represents $532,000 in costs associated with vacant facility
space formerly leased to a related company.

(2) Adjusted to give effect to the sale by the Company of 1,100,000 shares of
Common Stock offered hereby at an initial price of $7.50 per share per
share, less applicable underwriting discounts and commissions and estimated
offering expenses payable by the Company.

11
<PAGE> 14

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

The following table presents, for the periods indicated, the components of
the Company's statements of operations as a percentage of sales.

<TABLE>
<CAPTION>
NINE MONTHS ENDED
FISCAL YEAR ENDED AUGUST 31, MAY 31
-------------------------------- ------------------
1993 1994 1995 1995 1996
---- ---- ---- ---- ----
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATION DATA:
Net Sales............................... 100% 100% 100% 100% 100%
Gross Margin............................ 9 12 18 18 20
Income from Operations.................. 2 7 10 9 11
Interest Expense........................ 4 6 8 8 9
Other Income............................ 1 1 1 1 1
Other Expense........................... 12 2 -- -- --
Income (loss) before income taxes....... (13) -- 3 2 3
Federal Income Tax (Benefit)............ (1) -- 1 1 1
--- --- --- --- ---
Net Income (Loss)....................... (12)% -- % 2% 1% 2%
=== === === === ===
OTHER DATA:
Depreciation and Amortization........... 5% 5% 6% 5% 6%
</TABLE>

COMPARISON OF NINE MONTHS ENDED MAY 31, 1995 AND MAY 31, 1996

Revenue. Total revenue decreased by 19% from approximately $17.3 million in
the nine months ended May 31, 1995 to approximately $14.0 million in the nine
months ended May 31, 1996. The decrease was due to the timing of contracts in
process and the Company's contract backlog. The Company's backlog as of May 31,
1996 was $5.4 million higher than as of May 31, 1995. As these contracts are
generally long-term and subject to extensions for redesign and engineering
changes, this backlog will be reflected in revenue in 1996 and 1997.

Cost of Goods Sold. Cost of goods sold decreased from $14.2 million in the
nine months ended May 31, 1995 to $11.2 million in the six months ended May 31,
1996. As a percentage of total revenue, cost of goods sold decreased from 82%
for the nine months ended May 31, 1995 to 80% for the nine months ended May 31,
1996.

Selling, General and Administrative. Selling, general and administrative
expense was approximately $1,274,000 for the nine months ended May 31, 1996, a
decrease of 15% from approximately $1,494,000 for the nine months ended May 31,
1995. As a percentage of total revenue, selling, general and administrative
expense remained consistent at 9%. This decrease is largely due to decreases in
legal and amortization expenses.

Interest Expense. Interest expense was approximately $1,188,000 for the
nine months ended May 31, 1996, a decrease of 9% from approximately $1,299,000
for the nine months ended May 31, 1995. As a percentage of total revenue,
interest expense increased from 7.5% for the nine months ended May 31, 1995 to
8.5% for the nine months ended May 31, 1996 primarily due to increased borrowing
levels necessary to finance growth in revenue and an increase in the interest
rate the Company's primary lender charged on outstanding debt.

COMPARISON OF FISCAL YEARS ENDED AUGUST 31, 1995 AND AUGUST 31, 1994

Revenue. Total revenue decreased by 1% from approximately $22.4 million for
the year ended August 31, 1994 ("Fiscal 1994"), to approximately $22.2 million
for the year ended August 31, 1995 ("Fiscal 1995").

12
<PAGE> 15

The lack of revenue growth was due to the Company's lack of adequate financing
to support an increase in revenue.

Cost of Goods Sold. Cost of goods sold decreased from $19.7 million for
Fiscal 1994 to $18.1 million for the year ended August 31, 1995. As a percentage
of total revenue, cost of goods sold decreased from 88% for the year ended
August 31, 1994 to 82% for the year ended August 31, 1995. This decrease was
largely due to the Company subcontracting less of its machining requirements and
product mix related to prototype contracts.

Selling, General and Administrative. Selling, general and administrative
expense was approximately $1.9 million for Fiscal 1995, an increase of 73% from
approximately $1.1 million for Fiscal 1994. As a percentage of total revenue,
selling, general and administrative expense increased to 9% for Fiscal 1995 as
compared to 5% for Fiscal 1994, primarily due to an increase in legal expense,
State of Michigan Single Business Tax and during Fiscal 1994, the Company
received final information on amounts due from its insurance company and
previously estimated expenses. The benefits of these resulted in $203,000 lower
S, G & A expense in Fiscal 1994.

Interest Expense. Interest expense was approximately $1.7 million for
Fiscal 1995, a increase of 24% from approximately $1.4 million for Fiscal 1994.
As a percentage of total revenue, interest expense increased from 6% for Fiscal
1994 to 8% for Fiscal 1995, primarily due to increased borrowing levels,
increase in the interest rate charged by the Company's primary lender on
outstanding debt, and bank fees of $160,000 paid to its primary lender in
extending its revolving line of credit and term debt.

COMPARISON OF FISCAL YEARS ENDED AUGUST 31, 1994 AND AUGUST 31, 1993

Revenue. Total revenue increased by 18% from approximately $18.9 million
for the year ended August 31, 1993, to approximately $22.4 million for the year
ended August 31, 1994 primarily due to increase in amount of contracts with
Chrysler Corporation and Ford Motor Company.

Cost of Goods Sold. Cost of goods sold increased from $17.2 million for the
year ended August 31, 1993 to $19.7 million for the year ended August 31, 1994.
As a percentage of total revenue, cost of goods sold decreased from 91% for the
year ended August 31, 1993 to 88% for the year ended August 31, 1994. The
increase in cost of sales was largely due to an increase of 18% in revenue for
the year ended August 31, 1994 over the prior year.

Selling, General and Administrative. Selling, general and administrative
expense was approximately $1.1 million for the year ended August 31, 1994, an
decrease of 23% from approximately $1.5 million for the year ended August 31,
1993. As a percentage of total revenue, selling, general and administrative
expense decreased to 5% for the year ended August 31, 1994 as compared to 8% for
the year ended August 31, 1993. During Fiscal 1994, the Company received final
information on amounts due from its insurance company and previous estimated
expenses. The benefits of these resulted in $203,000 lower S, G & A expenses in
Fiscal 1994.

Interest Expense. Interest expense was approximately $1.4 million for the
year ended August 31, 1994, a increase of 65% from approximately $856,000 for
the year ended August 31, 1993. As a percentage of total revenue, interest
expense increased from 5% for the year ended August 31, 1993 as compared to 6%
for the year ended August 31, 1994, primarily due to increased borrowing levels
necessary to finance growth in revenue and an increase in the interest rate the
Company's primary lender charged on outstanding debt.

Other Expense. In July of 1992, the Company contributed machinery,
equipment, inventory, work-in-process and receivables related to the business of
building plastic injection molds to a joint venture that then became known as
Leap Technologies, Inc. The Company contributed assets valued at $5.4 million
and Leap Technologies, Inc. assumed debts in the amount of $3.7 million, and the
Company received $1.7 million of preferred stock. In Fiscal 1993, Leap
Technologies, Inc. was liquidated and the Company wrote-off its preferred stock
in Leap Technologies, Inc. ($1,687,000) and accounts receivable from the related
company ($560,000). During the year ended August 31, 1994, the Company absorbed
the cost of the unleased Leap Technologies, Inc. facility space ($532,000) and
then leased such space to an unrelated company.

13
<PAGE> 16

FEDERAL INCOME TAX.

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards (SFAS) No. 109. A current tax liability or asset
is recognized for the estimated taxes payable or refundable on tax returns for
the year. Deferred tax liabilities or assets are recognized for the estimated
future tax effects of temporary differences between book and tax accounting and
operating loss and tax credit carryforwards. Valuation allowances are
established when necessary to reduce deferred tax assets to the amount expected
to be realized.

As of August 31, 1995, the Company had approximately $4.8 million of net
operating loss carryforwards that expire 2004 through 2009, tax credit
carryforwards of approximately $246,700 that expire 1996 through 2003 and
alternative minimum tax credits of approximately $40,000, the use of which does
not expire.

LIQUIDITY AND CAPITAL RESOURCES.

The Company's needs for capital have been extensive over the period
presented. Bank borrowings have increased primarily to acquire fixed assets and
to finance the increase in trade accounts receivable and contracts in process,
as the OEMs typically do not make progress payments on tooling contracts. The
Company has financed these needs through internally generated funds, bank
financing, and various capital and operating leases. Cash provided from (used
by) operating activities was ($2,150,578) in 1993, $183,926 in 1994, $4,991,021
in 1995, ($1,586,737) for the nine months ended May 31, 1996 and $2,933,549 for
the nine months ended May 31, 1995.

After application of the proceeds from this Offering, the Company's
adjusted total bank debt as of May 31, 1996 would be $5,500,000, of which
$4,500,000 will be long-term and the balance short-term. See "Use of Proceeds."
The Company has received a non-binding proposal from LaSalle National Bank,
which anticipates that the bank will issue a binding commitment letter upon
completion of this Offering, to restructure its bank debt into a $10,000,000
line of credit and a $5,000,000, 5 year term loan, with amortization commencing
the first quarter after closing. The Company believes that the unused portion of
this credit line and the lower cost of such funds, together with funds generated
from operations, will be sufficient to cover anticipated cash needs through
1997. However, depending on the level of future sales, an expanded credit line
may be necessary to finance increases in trade accounts receivable and contracts
in process. The Company believes it will be able to obtain such expanded credit
line, if required, on generally the same terms as the proposed new credit line.

The LaSalle proposal to restructure the Company's bank debt calls for an
interest rate equal to the bank's floating prime rate on the credit line term
loan. This compares to rates of 4% in excess of prime rate on the Company's
present bank debt. The $5,000,000 long-term portion of the restructured debt
would be repayable in equal quarterly installments over five years. The credit
line utilization is based on a formula of 80% of eligible accounts receivable,
and 50% of contracts in process. Under this formula, substantially all of the
credit line would be available to the Company. The entire restructured bank debt
would be secured by substantially all of the Company's assets, as is the case
with the existing bank debt.

INFLATION.

The Company has no long-term, fixed price contracts. Historically, the
Company has been able to reflect increases in the prices of labor and material
in its selling prices. The Company expects that this will continue to be the
case.

14
<PAGE> 17

BUSINESS

GENERAL

The Company is a leading manufacturer of large scale, complex stamping die
systems used to form sheet metal parts. Most of the stamping die systems sold by
the company are used in the production of automobile and truck body parts such
as doors, door frames, structural components and bumpers. The following table
indicates the Company's sales (in thousands) and percentage of total sales by
customer for each of the last five fiscal years for the period ended August 31
and the nine months ended May 31, 1996.

<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31,
---------------------------------------------------------------------------------
NINE MONTHS
1991 1992 1993 1994 1995 MAY 31, 1996
------------- ------------- ------------- ------------- ------------- --------------
AMOUNT % AMOUNT % AMOUNT % AMOUNT % AMOUNT % AMOUNT %
------- --- ------- --- ------- --- ------- --- ------- --- ------- ---
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Chrysler Corporation......... $1,146 6% $2,912 22% $8,949 47% $10,540 47% $5,252 24% $1,798 13%
Suppliers of Chrysler
Corporation................ 5,057 26 2,129 16 0 * 0 * 0 * 266 2
Ford Motor Company........... 627 3 1,342 10 231 1 1,794 8 1,511 7 365 3
Suppliers of Ford Motor
Company.................... 7,721 40 4,120 31 7,610 40 6,951 31 12,172 55 1,658 12
General Motors Corp. ........ 3,866 20 2,449 18 0 * 0 * 225 1 2,620 19
Suppliers of General Motors
Corp. ..................... 483 3 0 * 0 * 0 * 140 * 1,644 12
Other auto and truck
manufacturers and their
suppliers.................. 399 2 255 3 2,156 12 3,140 14 2,925 13 5,671 39
------- --- ------- --- ------- --- ------- --- ------- --- ------- ---
Total Sales(1)(2)........ $19,299 100% $13,207 100% $18,946 100% $22,425 100% $22,225 100% $14,022 100%
======= === ======= === ======= === ======= === ======= === ======= ===
</TABLE>

- -------------------------
* Less than 1.0% of the Company's total sales.

(1) Sales to Motor Wheel Corporation were $4.8, $6.9, $2.7, $2.5 and $2.8
million for fiscal years 1991 through 1995, respectively, and $1.7 and $1.4
million for the nine months ended May 31, 1995 and 1996, respectively, and
are all included above. Included in sales to Motor Wheel Corporation sales
are die construction contract underutilization charges (see "Certain
Transactions") of $739,562, $62,472, $462,543, $110,744, and $246,011 for
fiscal years 1991 through 1995, respectively. For the nine months ended May
31, 1996 underutilization charges were $72,245.

(2) In conjunction with the Shareholders Agreement between Riviera Holding
Company and Motor Wheel Corporation dated October 14, 1996, a die
construction contract was terminated retroactive to December 31, 1995 and no
underutilization charges are included in sales thereafter. See "Certain
Transactions" and "Principal Shareholders -- Shareholders Agreement."

INDUSTRY TRENDS

Several significant trends within the North American automotive industry
have had, and are likely to continue to have, an impact on the Company's
business. Over the past several years, the industry has required that its tool
suppliers utilize advanced computer integrated technology. This has required
significant capital investment. In some cases, being unable or unwilling to make
this investment, many independent tooling suppliers have exited the business.
This has decreased the available domestic tooling capacity and has resulted in
fewer qualified suppliers.

The automotive industry's trend towards shorter product life cycles and
introduction of a greater number of vehicle models will create growing demand
for the Company's complex tooling systems. In accordance with this trend, the
OEMs are forming alliances with select suppliers which have the technological
capability to successfully perform simultaneous engineering of product and
manufacturing processes from concept to completion at the supplier level and
utilizing computer data based design, manufacturing and validation processes.
The OEMs have formed "Platform" teams which provide the organizational structure
for this simultaneous engineering process, and have included their critical or
key suppliers in these teams. This simultaneous engineering concept allows model
changes to be implemented more quickly and cost-effectively. By involving the
ultimate tool and die manufacturer early in the design process, the OEMs are
better able to design-in more cost-effective manufacturing processes, improve
product quality, and avoid costly changes downstream. Chrysler and Ford are
currently operating Platform teams and management believes that General Motors
will implement this concept within the near future.

The emphasis on designing and manufacturing more fuel efficient vehicles as
the result of federal Corporate Average Fuel Economy ("C.A.F.E.") regulation has
produced many new vehicle designs. In addition, automobile manufacturers are
utilizing light-weight, high strength steels and aluminum in new model designs
in order to decrease the weight of the vehicle and increase fuel efficiency.
Therefore, suppliers

15
<PAGE> 18

will be required to have the ability to work with these types of materials in
order to remain competitive. The Company has established an expertise in
manufacturing dies used in the production of structural components made of
light-weight, high strength steels and aluminum.

Chrysler, Ford and General Motors have developed "cash accumulation
policies." These policies entail the establishing and maintaining of cash
reserves to fund new model development during industry downturns. These policies
should create increased and more stable demand for the Company's products and
services in the future. As of December 31, 1994, Chrysler had accumulated $8.46
billion, Ford $12.1 billion and General Motors $11.0 billion for such
development during future industry downturns.(1) Most recently, General Motors
reported cash accumulation reaching $13.0 billion -- or $18.4 billion on a
consolidated basis, and stated that "This will enable us to weather the next
industry down cycle without sacrificing any of our product programs, which is
critical for long-term success".(2)

Efforts by OEMs and their suppliers to reduce labor and other manufacturing
costs have resulted in their tending to combine common parts into a single
stamping press and reduce the number of "hits" required to manufacture a part.
In addition, utilization of transfer presses has increased demand for transfer
dies to reduce labor cost at the OEMs and their suppliers. The Company believes
that it is one of only a few North American independent suppliers that have the
capability to both design and produce large complex transfer dies.

Management believes these industry trends will continue with emphasis on
simultaneous engineering and manufacturing processes centered around the
utilization of fully computer integrated technologies. This should increase the
Company's customer relationships with and importance to the OEMs and their tier
one suppliers of sheet metal stamped parts and assemblies.

PRODUCTS AND SERVICES

Dies. The Company's dies are used in the high speed production of sheet
metal stamped parts and assemblies. Production of such parts is a multiple step
process involving a series of dies. Typically, the first die is used to cut the
appropriate size metal blank from a sheet or coil of steel. The next die draws
the metal blank into its primary shape and subsequent dies are used to bend
edges or corners, create flanges, trim off excess metal and pierce assembly
holes. A customer usually orders only one series of dies for each separate part.
Normally, the dies do not require replacement due to usage because the life of
well maintained dies is sufficient to carry production to the point when styling
changes dictate production of new dies. The dies manufactured by the Company
generally include automation features, adding to the complexity of design and
construction. These automation features facilitate rapid introduction and
removal of the work piece or raw material into and out of the die, thereby
increasing production speeds and reducing labor cost. A set of stamping dies
manufactured by the Company generally sells for between $250,000 and $2,000,000
depending upon size and complexity.

Engineering/Product Development. The OEMs are developing organizational
structures involving internal design and engineering personnel as well as
supplier representatives which they are using to develop new car models. These
organizations are called "Platform" teams. This allows full implementation of
simultaneous engineering -- the application of the product engineering and
process engineering functions simultaneously and early in the process. The
Company utilizes advanced Computer Aided Design/Computer Aided Manufacturing
("CAD/CAM") technology to design and manufacture its complex stamping dies. Due
to this advanced computer capability, the Company is able to work very closely
with its customers and is often assigned to these Platform teams early. Its
process engineering input facilitates the teams' goals of introducing new models
rapidly and efficiently. The Company has invested significantly to ensure that
it remains one of the few domestic tool and die firms with advanced technology
capabilities and is one of only a few independent suppliers capable of receiving
and working directly from complex mathematical data received from its OEM
customers. Although several of its competitors also utilize CAD/CAM technology,
Management believes the Company is one of only a few suppliers who have
successfully integrated mathematical data into their on-site

- -------------------------
(1) Source: Ward's Autoworld, March, 1995

(2) Source: General Motors Corporation, 1996 Midyear Report to Shareholders,
dated September 10, 1996.

16
<PAGE> 19

design, manufacturing and validation processes across their product line.
Management's investment in, and commitment to, advanced technology has
solidified its quality reputation with its customers and helped the Company
advance to tier one status.

Prototype Tooling and Parts. With the advent of Platform team and
simultaneous engineering methods, the Company has become responsible for the
design and manufacture of both the prototype tooling, the final production
tooling and specifies the final production process. Prototype tooling and parts
are utilized during the design phase of new models which the automobile
manufacturers use to validate the fit and function of the respective components
and assemblies and the repeatability of the respective production processes. The
parts manufactured from prototype tools are also often used in crash testing.

Typically, prototype tools associated with the primary metal forming
operations are manufactured from an alloy casting or mild steel and subsequently
machined using the mathematical data base and related Computer Numerically
Controlled ("CNC") programs. After machining, the prototype tools are assembled
and tested to validate the integrity and repeatability of the final
manufacturing process. The results of the validation process are incorporated
into the mathematical data base which will then be used to manufacture the final
production tools. After testing the primary forming operations, prototype parts
are manufactured using special means such as computerized laser cutting machines
to trim off excess scrap and to incorporate various slots and holes. These parts
are then sent to the automobile manufacturers for further testing and
evaluation. The results of this testing and evaluation may require the
incorporation of additional design and manufacturing process modifications.

MANUFACTURING

Traditionally, the die manufacturing process was comprised of various
manual steps performed by craftsmen. After being awarded a contract, the Company
would be presented with a wooden model of the part to be produced. From the
model, plaster tooling aids were constructed. The plaster tooling aids were then
traced and cut into steel. The steel was then ground, usually quite extensively,
by hand to fit. Validation was also done by hand by measuring specific points on
the die face and comparing these to the original design blueprints. Today, with
the Company's technology, the design and most of the manufacturing process is
computer-driven, which increases accuracy and reduces the time required to
produce a set of stamping dies. The process starts when the Company is assigned
to a new Platform team and simultaneous engineering begins. An electronic
"model" of the part to be produced is transmitted directly to the Company via
EDI or sent on computer disk represented as a mathematical database. Company
engineers use the mathematical database to generate computer-aided die designs
and die face cutter path programs. These cutter path programs are used by the
tool makers and machinists to manufacture the inner workings of the tool. Most
material is removed and the cutting is done by CNC machine tools which utilize
the computer-generated cutter path programs. Depending on the complexity of the
tool, a prototype may be manufactured to prove-out the manufacturing process or
to provide actual parts for crash testing and to test fit and function. Finally,
after the die is constructed, it is evaluated statistically for process
repeatability and dimensional validation on the Company's Coordinate Measuring
Machine, or CMM. The Company believes, based upon experience and customer
discussions, that it is one of a very few North American die suppliers and
manufacturers that are able to routinely, and across their product line,
completely computer integrate the mathematical database throughout the entire
die design, manufacture and validation process at their own facilities. During
this automated validation process, the tool is statistically compared to the
mathematical database. Having the optimum size and quantity of tryout presses is
an important aspect of the construction and validation process, and the Company
has therefore invested heavily to ensure its capability in this area.

On average, 10 months elapse from the time the Company is awarded a
contract until the final set of dies is shipped to the customer. The OEMs are
facing growing pressure to reduce the time required to introduce a new car
model. For example, Chrysler has historically needed three years, on average, to
introduce a new model. However, the last small car introduced by Chrysler was
introduced in only 31 months. To meet shorter timeframes, OEMs are relying more
heavily on simultaneous engineering and integrating suppliers more closely into
the design process. This trend helps the Company by requiring more direct
relationships between the OEMs and its suppliers such as the Company.

17
<PAGE> 20

The steel, castings and other components utilized by the Company in the
manufacturing process are available from many different sources and the Company
is not dependent on any single source.

MARKETING AND SALES

The Company's marketing emphasis is on Chrysler, Ford and General Motors
and their tier one suppliers. The Company maintains excellent relationships with
Chrysler and Ford which accounted for about 87% of the Company's revenues in
1995. For the nine months ended May 31, 1996, Chrysler, Ford, General Motors and
their tier one suppliers accounted for approximately 61% of the Company's
revenues.

With the growing use of simultaneous engineering, the Company's marketing
goal is to be assigned early to the new model Platforms. As one of only a few
technically proficient suppliers assigned to a Platform, the Company's
opportunity to win business for a new model is greatly enhanced. The Company
works to achieve preferred supplier status with its customers to further
increase its chances of being assigned to new model Platforms. The Company
currently maintains Preferred Supplier status with Chrysler Corporation and Ford
Motor Company. The Company was recently awarded Chrysler's PentaStar quality
award, the highest quality award for a single plant supplier, and Ford Motor
Company's Q-1 supplier award, an award that has been historically given to
suppliers who manufacture parts and assemblies, not to suppliers of tooling. The
Company is the first tool and die firm to be awarded the Q-1 status by Ford
Motor Company.

Sales efforts are conducted primarily by Company's President and Vice
President of Sales and Marketing with the assistance of other senior management.
Frequent contact is made with the domestic automobile manufacturers and their
purchasing agents, Platform managers and tier one suppliers. When the Company
has been assigned to a new model Platform Team, the Platform Team manager is
contacted to determine those parts and assemblies that will be assigned to
various required suppliers. During the design phase, the Company recommends
process and design changes to improve the cost and quality of the product.
Generally, when the Company is assigned to the Platform Team, orders are
obtained directly and without a formal bid process. The Company maintains a
comprehensive computer database with historical information regarding dies it
has previously manufactured. This assists the Company in quoting prices for dies
and enables it to respond to most quotation requests quickly. If the customer
decides to accept the Company's quotation, a purchase order is issued subject to
price adjustments for engineering changes requested by the customer. Where no
Platform Team is assembled, the Company bids on specific tooling assignments,
and bids are awarded on a competitive basis among a small group of qualified
suppliers.

For business done with tier one suppliers, the Company's sales process
follows a more traditional process. The Company typically receives a package or
request for quotation from the tier one supplier and is less involved in the
design process of the part to be manufactured. Bids are generally awarded based
on technological capability, price, quality and past performance.

BACKLOG AND SEASONALITY

The Company's backlog of awarded contracts, of which all are believed to be
firm, was approximately $13.4 million and $8.0 million as of May 31, 1996 and
May 31, 1995, respectively. The May 31, 1996 backlog will be reflected in sales
during fiscal years ended August 31, 1996 and 1997. The Company's sales of
stamping dies do not follow a seasonal pattern: however, the timing of new model
introductions and existing model restyling ("facelifts" and "redos") tooling
programs are dependent on Chrysler, Ford and General Motors and their strategy
of accelerating the introduction of new models.

COMPETITION

Large, complex automotive stamping dies are manufactured primarily by three
supplier groups: a) domestic independent tool and die manufacturers, b) foreign
independent tool and die manufacturers, and c) captive or in-house tool and die
shops owned and operated by the OEMs.

The independent (both domestic and foreign) tool and die manufacturers have
experienced a significant reorganization over the past five years as the
industry has consolidated. Management believes that during this

18
<PAGE> 21

period, the independent domestic supplier base (those with sales of at least $15
million) was reduced significantly and that fewer than 15 such independent
domestic suppliers remain today. Of those, management believes only
approximately one-third have begun to utilize portions of the technology
utilized by the Company. Further, significant barriers to entry reduce
competition in the large-scale die market. The industry is highly capital
intensive and technically complex. Attracting and retaining employees skilled in
the use of advanced design and manufacturing technology is a multi-year process.
Finally, a new competitor would most likely lack much of the credibility and
historical customer relationships that can take years to develop.

In the late 1980s, Chrysler, Ford and General Motors began sending a
greater portion of their die construction business to foreign, particularly
Japanese, manufacturers. Japanese tool and die manufacturers actively courted
U.S. auto makers, using their reputation for quality and aggressive pricing to
win business. Management believes that this trend is reversing itself today for
a number of reasons. First, the dies manufactured by these suppliers are
critical to production, and simultaneous engineering requires that suppliers
work very closely with auto manufacturers throughout the design process. Close
contact between the supplier and customer is critical to producing dies that
meet customer needs on time. Remote suppliers who are not within the Great Lakes
geographic area are inherently disadvantaged in providing service as responsive
as that of domestic suppliers. Second, the foreign trade situation in
combination with domestic content pressure has created additional pressure for
Chrysler, Ford and General Motors to use domestic suppliers. Chrysler
Corporation began bringing its tool and die business back to U.S. suppliers in
1991 and today does not significantly use Japanese tool and die suppliers. Ford
and General Motors have been bringing some of their business back as well.
Finally, exchange rates are narrowing any labor cost advantage Japanese
suppliers may have enjoyed. The trend away from foreign-based suppliers should
benefit independent domestic suppliers like the Company.

Finally, the OEMs maintain in-house, captive tool and die capacity to meet
a portion of their needs. General Motors maintains the largest captive capacity
and, based on estimates from various trade publications, supplies an estimated
75-80% of its own die construction needs. Ford produces approximately 50% and
Chrysler 25% of their own respective needs. Independent suppliers like the
Company tend to have a competitive advantage over the OEMs' in-house die shops
due to the OEMs' higher cost structure.

EMPLOYEES

The Company's work force consists of approximately 165 full-time employees,
of which approximately 25 are salaried managerial and engineering personnel. The
balance are hourly employees engaged in manufacturing and indirect labor
support. Included among these hourly workers are approximately 120 skilled
tradesmen who are either journeymen tool and die makers or machinists. None of
the Company's employees are covered by a collective bargaining agreement. The
Company has not experienced any work stoppages and considers its relations with
its employees to be good. The Company has a discretionary contribution 401K
plan. The Company has no contingent pension liabilities arising from any defined
benefit plan. See "Retirement Savings Plan."

PROPERTIES

The Company's facilities are located in Grand Rapids, Michigan and consist
of approximately 178,000 square feet of space of which 28,000 square feet is
utilized for office, engineering and employee service functions, 98,000 square
feet is dedicated to the Company's tooling production and 52,000 square feet is
under a four-year sublease to an unaffiliated tenant. Constructed in 1989, the
facility is leased with a lease term of 20 years. The facility lease provides
for annual payments of $934,500 plus an escalation of base rent of 1% for each
of the first ten years and 2% for each of the second ten years. The Company has
a purchase option on the building at the fair market value beginning in November
1996. The sublease requires annual lease payments of $216,000 commencing August
1, 1994 through July 1, 1996 with annual lease payments of $224,724 commencing
August 1, 1996 through July 1, 1998. The sublease has two options for two years
each with annual lease payments of $231,468 and $238,412, respectively. The
sublease also requires the subtenant to pay 33.7% of common operating expenses
of the facility. The facilities were designed and constructed specifically

19
<PAGE> 22

to the Company's manufacturing requirements. The Company believes that its
facilities are modern, well maintained, adequately insured and will be adequate
and suitable for their present and intended uses.

LEGAL PROCEEDINGS

The Company is a plaintiff in an action against Fred Borsini, Herbert
Keeler and Durametallic Corporation, a Delaware corporation, with Kenneth K.
Rieth, Arlene Morris and Riviera Holding Company, a Michigan corporation wholly
owned by Kenneth K. Rieth, as co-plaintiffs, filed July 22, 1994, in the Kent
County Circuit Court, Grand Rapids, Michigan, Case No. 94-2809-CZ. In July of
1992, the Company contributed machinery, equipment, inventory, work-in-process
and receivables related to the business of building plastic injection molds to a
joint venture that then became known as Leap Technologies, Inc. Defendants in
this action contributed all of the stock of a mold builder then known as Leap
Technologies, Inc. The Company contributed assets valued at $5.4 million, the
new entity assumed debts in the amount of $3.7 million, and the Company received
$1.7 million of preferred stock in the new entity. The Company alleges that the
status of the business contributed by the defendants was fraudulently
represented to it and the defendants are therefore liable to the Company for all
losses sustained as a result of the failure of the venture. The Company is
asking for return of its investment plus the additional damages it incurred in
the process of liquidating the venture. Management believes that approximately
$3,000,000 of damages has been identified, however, the complete damage
evaluation is incomplete. One defendant has counterclaimed for breach of
representations by the Company without specifying any amount of damages. The
Company is not currently involved in other legal proceedings other than ordinary
or routine proceedings incidental to its operations. In the opinion of
management, no existing proceedings, including the matter involving Leap
Technologies, Inc., would have a material adverse effect on the Company if
determined against the Company.

MANAGEMENT

EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES

The following table sets forth the names of and certain other information
concerning the executive officers, directors and key employees of the Company.
The Company currently has five directors, Messrs. Rieth, Wood, Collins, Kinstler
and Kennedy. Messrs. and have been selected and have
agreed to become directors of the Company subject to the completion of this
Offering made hereby, at which time the Company's Board of Directors will be
increased in number from five to seven directors.

<TABLE>
<CAPTION>
DIRECTOR
NAME AGE POSITION CLASS SINCE
- ------------------------------ --- ----------------------------------------- ----- --------
<S> <C> <C> <C> <C>
EXECUTIVE OFFICERS AND
DIRECTORS
Kenneth K. Rieth(1)........... 37 President, Chief Executive Officer and III 1980
Director
Leonard H. Wood(1)............ 54 Vice President -- General Manager and II 1988
Director
Peter C. Canepa............... 37 Chief Financial Officer, Secretary and -- --
Treasurer
John P. Wildeboer............. 49 Vice President -- Sales and Marketing -- --
John C. Kennedy(1)............ 37 Director I 1991
Thomas R. Collins(2).......... 53 Director II 1995
John H. Kinstler(2)........... 47 Director III 1988
(3) -- Director Nominee I --
(3) -- Director Nominee II --
</TABLE>

- -------------------------
(1) Designated by Kenneth K. Rieth pursuant to Voting Agreement. See "Principal
Shareholders -- Shareholders Agreement."

(2) Designated by Motor Wheel Corporation pursuant to Voting Agreement. See
"Principal Shareholders -- Shareholders Agreement."

(3) Nominated by Agreement of Motor Wheel Corporation and Riviera Holding
Company. See "Principal Shareholders -- Shareholders Agreement."

20
<PAGE> 23

The Board of Directors is divided into three classes: Class I, Class II and
Class III. The initial terms of office of directors in Class I, Class II and
Class III end following the annual meetings in 1997, 1998, and 1999
respectively. Thereafter directors in each class will serve for three year
terms. Executive officers serve at the discretion of the Company's Board of
Directors. The Company pays each director who is not a Company employee or an
employee of a 10% or more shareholder a fee of $5,000 per year.

Kenneth K. Rieth -- Mr. Rieth has been a principal owner and President of
Riviera Die & Tool since 1980. Mr. Rieth serves as a Director of Autocam
Corporation, a designer and manufacturer of close tolerance, specialty metal
alloy components for the automotive, electronic and computer industries since
1991.

Leonard H. Wood -- Mr. Wood has been a Vice President of the Company since
1985 and a Director since 1988. Prior to that time, he was Project Manager with
American Motors Corporation.

Peter C. Canepa -- Mr. Canepa has been with the Company since March of 1994
as the Chief Financial Officer, Secretary and Treasurer. Prior to that time, he
was Chief Financial Officer, Treasurer and Director of Frost, Incorporated, a
Michigan corporation, a manufacturer of material handling systems components,
more than three years. Mr. Canepa graduated in 1980 with a Bachelor of Science
in Accounting and Finance degree from Ohio Wesleyan University.

John P. Wildeboer -- Mr. Wildeboer has been Vice President of Sales and
Marketing since 1984. Prior to that time, he held various positions with the
Company including Purchasing Manager, Plant Engineering Manager and Plant
Supervisor.

John C. Kennedy -- Mr. Kennedy has been a principal owner, Director and
President of Autocam Corporation, a designer and manufacturer of close
tolerance, specialty metal alloy components for the automotive, electronic and
computer industries since 1988.

Thomas R. Collins -- Mr. Collins has been Controller of the Automotive
Brake Division of Hayes Wheels International, Inc., the Parent Company of Motor
Wheel Corporation (see "Principal Shareholders"), since July, 1996. Prior to
that time, he was Vice President, Treasurer and Chief Financial Officer of Motor
Wheel Corporation, a designer and producer of wheels and brakes for the
automotive and commercial highway markets, since 1991. Prior to 1991, he was
Comptroller and held other various positions at Motor Wheel Corporation.

John H. Kinstler -- Mr. Kinstler has been Vice President of Engineering of
the Fabricated Wheel Division of Hayes Wheels International, Inc., the Parent
Company of Motor Wheel Corporation (see "Principal Shareholders"), since May,
1996. Prior to that time, he was Vice President of Manufacturing of Motor Wheel
Corporation since 1992. He was Executive Vice President of Engineering and
Quality from 1989 through 1992 and Vice President of Engineering from 1985
through 1989 of Motor Wheel Corporation.

Director Nominee --

21
<PAGE> 24

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth the total compensation earned by each
executive officer and all executive officers as a group during the fiscal years
ended August 31, 1996, 1995, and 1994 for services rendered to the Company in
all capacities during such years.

<TABLE>
<CAPTION>
ANNUAL
COMPENSATION(1)
NAME AND PRINCIPAL ------------------
POSITION AT AUGUST 31, 1996 YEAR SALARY BONUS OTHER(2)
- --------------------------------------------------------- ---- -------- ----- -------
<S> <C> <C> <C> <C>
Kenneth K. Rieth......................................... 1996 $150,800 $-0- $ -0-
President, CEO and Director 1995 150,800 -0- -0-
1994 150,800 -0- -0-
Leonard H. Wood.......................................... 1996 $124,800 $-0- $ 7,291
Vice President, General Manager and Director 1995 124,800 -0- 7,291
1994 124,000 -0- 7,291
John P. Wildeboer........................................ 1996 $104,000 $-0- $ 5,998
Vice President -- Sales and Marketing 1995 104,000 -0- 5,998
1994 104,400 -0- 5,998
Peter C. Canepa.......................................... 1996 $110,500 $-0- $ -0-
Secretary, Treasurer and CFO 1995 110,500 -0- -0-
1994 51,150(3) -0- -0-
</TABLE>

- -------------------------
(1) Does not include any value that might be attributable to job-related
personal benefits, the annual value of which has not exceeded the lesser of
10% of annual salary plus bonus or $50,000 for each executive officer.

(2) Represents the dollar value of the premiums paid by the Company for life
insurance policies maintained in respect of deferred compensation plans
discussed below in "Other Benefits."

(3) Mr. Canepa joined the Company on March 21, 1994.

The Company's Board of Directors has given Mr. Rieth the authority to set
the compensation for Messrs. Wood, Wildeboer and Canepa. Mr. Rieth's salary has
been set by the Board of Directors since 1991.

1996 STOCK OPTION PLAN

The Company's 1996 Stock Option Plan (the "Option Plan") was adopted by the
Board of Directors and approved by the shareholders on October 14, 1996. The
purpose of the Option Plan is to make options available to employees of the
Company to give them a greater personal interest in the success of the Company
and an added incentive to continue their employment. Riviera Holding Company,
Kenneth K. Rieth and Motor Wheel Corporation are not eligible to participate in
the Option Plan. 250,000 shares of Common Stock are reserved for issuance under
the Option Plan and the options are intended to qualify as incentive stock
options under the Internal Revenue Code of 1986, as amended.

The Option Plan is administered by members of the Board of Directors who
are not eligible to participate in the Option Plan, or if designated, a
committee comprised of such directors. Options granted under the Option Plan are
not transferable by the optionee other than by will or the laws of descent and
distribution and each option is exercisable during the lifetime of the optionee,
and so long as the employee does not engage in activity in competition with or
contrary to the interests of the Company. No options may be granted under the
Option Plan after August 31, 2006.

The exercise price of options granted under the Plan cannot be less than
the fair market value of the underlying shares on the option date grant. The
terms of each option and the manner in which it may be exercised will be
determined by the administrator subject to the requirement that no option may be
exercisable more than ten years after the option grant date. With respect to any
option granted to a participant who owns, or is deemed to own, stock possessing
more than 10% of the voting rights of the Company's outstanding capital stock at
the option grant date, the exercise price of the option must be at least equal
to

22
<PAGE> 25

110% of the fair market value on the date of grant and the option may not be
exercisable more than five years after option grant date. Under the terms of the
Option Plan, the aggregate fair market value of the Common Stock (determined at
the date of the option grant) underlying options granted to any employee and
exercisable in any single year may not exceed $100,000.

RETIREMENT SAVINGS PLAN

The Company has a profit-sharing plan that covers substantially all
employees (the "Plan"). The Plan includes a 401(k) deferred compensation option.
It is the Company's policy to fund profit-sharing costs accrued on an annual
basis. The Plan, as established, allows for discretionary contribution as
determined annually by the Company's Board of Directors. No discretionary
contribution has been made for 1993, 1994 or 1995.

Part of the Plan includes a retirement savings plan qualified under
Internal Revenue Code Section 401(k) in which all full-time employees may
participate. Contributions are made to the plan by participants electing to
defer portions of their regular compensation. Amounts elected to be deferred
within certain statutory limits (currently $9,240 per year) are not taxable to
the participant. The Company matches and contributes up to 15% of the employee's
contribution to the 401(k) Plan, up to 2% of the employee's annual wage.

The Company's 8% Cumulative Preferred Stock is all owned by the Plan. A
dividend of $8.00 per share is payable on each July 31 to the holder of each
share of such stock and no other dividends can be paid until all such dividends
have been paid for all periods the 8% Cumulative Preferred Stock is outstanding.
No other dividends are payable in respect of the 8% Cumulative Preferred Stock.
The outstanding 8% Cumulative Preferred Stock may be redeemed at any time by the
Board of Directors for the price of $100 per share and all must be redeemed in
installments of 475 shares on July 1, 1996 and 1997, respectively. The Company
is in default of such redemption for the July 1, 1996 installment. Upon
redemption, all unpaid dividends must also be paid on a pro rata basis through
date of redemption. The Company has not paid dividends for 1996. In the event of
liquidation of the Company, the holders of shares of 8% Cumulative Preferred
Stock are entitled to receive, prior to the holders of shares of all other stock
of the Company, ratably an amount up to $100 per share plus all unpaid and
accrued dividends to the date of payment. The shares of 8% Cumulative Preferred
Stock currently outstanding are duly authorized, validly issued, fully paid, and
nonassessable. Holders of 8% Cumulative Preferred Stock have no conversion
rights and are not entitled to any preemptive or subscription rights.

Under the Plan, benefits are payable in a lump sum upon termination of
employment with the Company for any reason.

OTHER BENEFITS

The Company has Executive Deferred Compensation Plan agreements with each
of Messrs. Wood and Wildeboer. These Agreements provide that upon death, or
retirement from service after reaching age 65, the employee or his heir and
assigns will receive $50,000 per year for five consecutive years. For each year
that employment with the Company is terminated, for any reason, prior to
September 1, 1999, the benefit will be reduced by 10% or $5,000 per year. Mr.
Wood is age 54 and Mr. Wildeboer is age 49.

The Company has an Employment Agreement with Kenneth K. Rieth. Pursuant to
which Mr. Rieth will continue to serve as the Chief Executive Officer and
President of the Company. The term of the agreement is for a period of three
years beginning September 1, 1996. Pursuant to the agreement with Mr. Rieth, the
Company will pay Mr. Rieth a base salary of $150,800.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS

During fiscal 1995 the Board of Directors, then consisting of Directors
Kennedy, Wood, Kinstler, Collins and Rieth, had the responsibility of setting
executive compensation. Mr. Rieth serves as President and Chief Executive
Officer of the Company and serves on the Board of Directors of Autocam
Corporation, where Mr. Kennedy is President, Chief Executive Officer and also a
member of the Board of Directors. Mr. Rieth also served on the Compensation
Committee of Autocam Corporation until August 1995.

23
<PAGE> 26

CERTAIN TRANSACTIONS

The Company previously had a contract with Motor Wheel Corporation ("Motor
Wheel"), an Ohio corporation, located in Okemos, Michigan, relating to the
performance of engineering for and construction of dies to be purchased by Motor
Wheel. This contract was terminated October 14, 1996 effective December 31,
1995. Mr. Kinstler, a director of the Company, is Vice President of the
Fabricated Wheel Division of Hayes Wheels International, Inc., the Parent
Company of Motor Wheel. Mr. Collins, a director of the Company, is Controller of
the Automotive Brake Division of Hayes Wheels International, Inc., the Parent
Company of Motor Wheel. Motor Wheel owns 50% of the outstanding common stock of
the Company and, assuming no exercise of the Underwriters' overallotment option,
will own 28.5% of the Company's Common Stock after the sale of the shares
described by this Prospectus. This contract provided that the Company would
quote such services to Motor Wheel at hourly rates not greater than it had on
file with or was actually quoting to any automobile manufacturer. Motor Wheel
was required to purchase not less than 155,000 hours of such work, as defined by
the contract, or, if less, 85% of its entire domestic consumption of such
services if domestic consumption was less than 182,500 hours in any year. In
that event, Motor Wheel was required to purchase its foreign consumption of such
services from the Company if the Company was competitive in price, quality and
delivery. Motor Wheel paid to the Company $246,011 and $110,744 during fiscal
1995 and 1994, respectively, resulting from its having used less than the
155,000 hours minimum. The contract was to terminate on December 31, 1998 and
could have been extended for two additional five year terms by Motor Wheel.
Pursuant to the Shareholders Agreement between Motor Wheel and Riviera Holding
Company dated October 14, 1996, such die construction supply contract was
terminated effective December 31, 1995. As a result, no under utilization
charges will be received by the Company for any period after December 31, 1995.
See "Principal Shareholders -- Shareholders Agreement."

Pursuant to the Shareholders Agreement dated October 14, 1996 between Motor
Wheel and Riviera Holding Company, the Company has declared a preferential
dividend on the shares of common stock of the Company owned by Riviera Holding
to pay the income tax payable by Riviera Holding Company as a result of the
lapse of options by Motor Wheel to purchase common stock owned by Riviera
Holding Company and as a result of the dividend itself. The Company has
estimated this dividend to be approximately $170,000.

Mr. Rieth has pledged all of his Riviera Holding Company common stock to
the Company's principal commercial lender under its loan documents, which pledge
Mr. Rieth expects to terminate on the date of this Prospectus.

The Company believes that the transactions described above were at prices
and terms which were no less favorable to the Company than would have been
available in similar transactions with unaffiliated third parties. The policy of
the Company is that, in the future, proposed transactions with affiliates of the
Company must have the prior approval of a majority of the disinterested members
of the Board of Directors and be made on terms no less favorable to the Company
than could be obtained from unaffiliated parties.

LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS

The Company's articles of incorporation and bylaws provide for
indemnification of directors and officers. The Company believes that such
indemnification will assist the Company in continuing to attract and retain
talented directors and officers in light of the growing risk of litigation
directed against directors and officers of publicly held corporations. The
Company's articles of incorporation and bylaws provide that the Company shall
indemnify each person who may serve or who has served at any time as director or
officer, or who at the request of the Board of Directors of the Company may
serve or at any time have served as director or officer of another corporation
or enterprise, and his or her respective heirs, administrators, successors and
assigns, against any and all expenses, including amounts paid upon judgments,
counsel fees, and amounts paid in settlement (before and after suit is
commenced), actually and necessarily incurred by such person in connection with
the defense or settlement of any claim, action, suit, or proceeding in which he
or she are made parties, or are a party, or which may be asserted against them
or any event, by reason of being or having been director or officer or a
director or officer of the Company or any such other corporation or enterprise,
if he or she acted in good faith and in a manner which such person reasonably
believed to be in or not opposed to the best interests of the Company, or its
shareholders, and, with respect to any criminal action or proceeding, had

24
<PAGE> 27

reasonable cause to believe that his or her conduct was not unlawful. Such
indemnification shall be in addition to any other rights to which those
indemnified may be entitled under any law, by-law, agreement, vote of
Shareholders or otherwise.

The Michigan Business Corporation Act permits Michigan corporations to
limit the personal liability of directors for a breach of their fiduciary duty.
The Company's articles of incorporation limit liability to the maximum extent
permitted by law. The Company's articles of incorporation provide that a
director of the Company shall not be personally liable to the Company or its
shareholders for monetary damages for breach of the director's fiduciary duty.
However, it does not eliminate or limit the liability of a director for any of
the following: (1) a breach of the director's duty of loyalty to the Company or
its shareholders; (2) acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law; (3) a transaction from
which the director derives an improper personal benefit; (4) making an unlawful
loan to a director, officer or employee of the Company; and (5) declaring an
unlawful dividend or distribution to shareholders. As a result of this
provision, shareholders of the Company may be unable to recover monetary damages
against directors for actions taken by them which constitute negligence or gross
negligence or which are in violation of their fiduciary duties, although it may
be possible to obtain injunctive or other equitable relief with respect to such
actions. If equitable remedies are found not to be available to shareholders in
any particular case, shareholders may not have any effective remedy against the
challenged conduct.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act") may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is therefore unenforceable.

PRINCIPAL SHAREHOLDERS

The following table sets forth information regarding the beneficial
ownership of the Company's Common Stock and 8% Cumulative Preferred Stock as of
August 31, 1996 by (i) persons known by the Company to own more than 5% of the
Company's Common Stock; (ii) directors and officers of the Company; and (iii)
all officers and directors of the Company as a group. Beneficial ownership
includes both voting and investment power.

<TABLE>
<CAPTION>
AMOUNT OF BENEFICIAL AMOUNT OF BENEFICIAL
OWNERSHIP PRIOR TO OFFERING OWNERSHIP AFTER OFFERING
----------------------------------------- -----------------------------------------
NAME OF BENEFICIAL OWNER COMMON STOCK 8% PREFERRED STOCK COMMON STOCK 8% PREFERRED STOCK
OFFICER, DIRECTORS & 5% ------------------- ------------------- ------------------- -------------------
SHAREHOLDERS: SHARES % TOTAL SHARES % TOTAL(1) SHARES % TOTAL SHARES % TOTAL(1)
- ------------------------------- --------- ------- ------ ---------- --------- ------- ------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Kenneth K. Rieth(2)(3)(4)...... 1,460,000 100% * * 1,460,000 57% * *
Motor Wheel Corporation(5)..... 730,000 50% -- -- 730,000 28.5% -- --
Leonard H. Wood(2)............. -- -- -- -- -- -- -- --
John Wildeboer(2).............. -- -- 42.8 3% -- -- 42.8 3%
Peter C. Canepa(2)............. -- -- -- -- -- -- -- --
--------- ------- ------ -- --------- ------- ------ --
All officers and directors as a
group (4 persons)(1)......... 1,460,000 100% 42.8 3% 1,460,000 57% 150 3%
========= ===== ===== ====== ========= ====== ===== ======
</TABLE>

- -------------------------
* Beneficial ownership of less than 1% of the class.

(1) Beneficial ownership determined on the basis of the ratio of account balance
to total plan assets in Riviera Tool Company Cash or Deferred Compensation
Plan, owner of all the outstanding 8% Cumulative Preferred Stock of the
Company.

(2) The business address for Messrs. Rieth, Canepa, Wood, and Wildeboer is 5460
Executive Parkway SE, Grand Rapids, MI 49512.

(3) Riviera Holding Company, 100% owned by Kenneth K. Rieth, owns the Common
Stock of Riviera Tool Company.

(4) Includes beneficial ownership of 730,000 shares of common stock owned by
Motor Wheel Corporation and subject to purchase by Riviera Holding Company
under the Shareholders Agreement and related Stock Option Agreement dated
October 14, 1996. See "Principal Shareholders -- Shareholders Agreement" and
"Shares Eligible for Future Sale."

(5) John R. Kinstler and Thomas R. Collins are directors of the Company and are
Vice President of the Fabricated Wheel Division and Controller of Automotive
Brake Division, respectively, of Hayes Wheels International, Inc. Mr.
Kinstler owns less than 1% of the common stock of such company. The business
address for Mr. Collins is 2501 Woodlake Circle, Okemos, Michigan 48864 and
Mr. Kinstler is 38481 Huron River Drive, Romulus, Michigan 48174.

25
<PAGE> 28

SHAREHOLDERS AGREEMENT

Riviera Holding Company and Motor Wheel have executed a written
Shareholders Agreement (the "Shareholders Agreement") which provides that they
will unconditionally and irrevocably vote their respective shares of common
stock jointly in structuring the Company's Board of Directors into a board
consisting of seven members divided into three classes, two classes consisting
of two members and one class consisting of three members. Under such agreement
Riviera Holding Company will be entitled to designate three directors and Motor
Wheel to designate two directors. Both parties agree unconditionally and
irrevocably to vote all of their respective shares of common stock in favor of
the persons so designated by each party as directors. The remaining members of
the Board of Directors (two directors) may be nominated by any person however,
Motor Wheel and Riviera Holding Company have agreed to vote together on nominees
for these positions. Voting on all other matters is in the sole discretion of
the shareholder.

Pursuant to the Shareholders Agreement, Motor Wheel has granted Riviera
Holding Company an option to purchase all the shares of the Company owned by
Motor Wheel. The option is exercisable at a purchase price of $3.0 million,
payable within 30 days after notice of exercise. This stock option will lapse on
October 14, 1997.

Under the Shareholders Agreement Motor Wheel has certain registration
rights. Motor Wheel, Riviera Holding Company and the Company have agreed not to
register, sell, contract to sell or otherwise dispose of any shares of Common
Stock for a period of two years after the date of this Prospectus (the "Lock-Up
Period") without the prior written consent of the Representative. Motor Wheel
has a demand registration right which is exercisable at any time after the
expiration of the "Lock-Up" period. In connection with any Company registration
after the expiration of the "Lock-Up" period Motor Wheel has "piggyback
registration rights" for all of their shares. However, if in the reasonable
opinion of the lead underwriter who is expected to market the securities covered
by such registration statement, to the extent the inclusion of such Motor Wheel
shares shall be impractical and inadvisable. Motor Wheel shares will be included
in such registration shall be reduced pro rata (pro-rata reduction of all shares
of selling shareholders included in such registration statement), but only as to
such registration statement.

Under the Shareholders Agreement both Motor Wheel and Riviera Holding
Company have specific rights under a proposed sale of the shares of the Company
held by either one. Under such provision if either Motor Wheel or Riviera
Holding Company proposes to directly or indirectly transfer its shares in the
Company, it shall give the other party the right to purchase such shares at the
same price, terms and conditions as the proposed transfer. Alternatively, at the
election of the other party, the seller must arrange for the purchaser or
purchasers to purchase at least identical percentages of the Company shares
owned by each of Motor Wheel and Riviera Holding Company immediately prior to
such proposed transfer. If such proposed purchaser is purchasing only a given
number of shares, then the total number of shares to be sold in such transfer by
each of Motor Wheel and Riviera Holding Company shall be reduced pro rata so as
to total such given amount.

This Shareholders Agreement will terminate when one of the parties no
longer holds shares of Common Stock.

26
<PAGE> 29

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 200,000 shares of
Preferred Stock, none of which have been issued, and 1,425 shares of 8%
Cumulative Preferred Stock which are outstanding and owned by the Riviera Tool
Company Cash or Deferred Compensation Plan, a qualified retirement plan
maintained by the Company for its employees, and 6,000,000 shares of Common
Stock, of which 1,460,000 shares are currently issued and outstanding. See
"Principal Shareholders." Pursuant to Michigan corporate law, the capital stock
of the Company has no par value.

PREFERRED STOCK

The terms of the Preferred Stock, or any series thereof, may be determined
from time to time by the Board of Directors. Such shares may be convertible into
Common Stock and may be superior to the Common Stock in the payment of
dividends, liquidation, voting and other rights, preferences and privileges.
Shares of Preferred Stock may be issued from time to time by authorization of
the Board of Directors of the Company without the vote of holders of the Common
Stock. The issuance of such Preferred Stock could be used, for example, in
certain circumstances to render more difficult or to discourage a merger, tender
offer or proxy contest or a removal of incumbent management. The Company has no
present plans to issue any shares of Preferred Stock.

8% CUMULATIVE PREFERRED STOCK

Holders of the 8% Cumulative Preferred Stock vote only on such matters
where voting as a class is required by law to authorize an action. All
outstanding shares of this stock are all owned by the Company's qualified
retirement plan. A dividend of $8.00 per share is payable on each July 31 to the
holder of each share of such stock and no other dividends can be paid until all
such dividends have been paid for all periods during which the 8% Cumulative
Preferred Stock is outstanding. No other dividends are payable in respect of the
8% Cumulative Preferred Stock. The outstanding 8% Cumulative Preferred Stock may
be redeemed at any time by the Board of Directors for the price of $100 per
share and must be redeemed in installments of 475 shares each on July 1, 1996
and 1997, respectively. The Company is in default of such redemption for the
July 1, 1996 installment. Upon redemption, all unpaid dividends must also be
paid on a pro rata basis through date of redemption. The Company has not paid
dividends for 1996. In the event of liquidation of the Company, the holders of
shares of 8% Cumulative Preferred Stock are entitled to receive, prior to the
holders of shares of all other stock of the Company, ratably an amount up to
$100 per share plus all unpaid and accrued dividends to the date of payment. The
shares of 8% Cumulative Preferred Stock currently outstanding are duly
authorized, validly issued, fully paid, and nonassessable. Holders of 8%
Cumulative Preferred Stock have no conversion rights and are not entitled to any
preemption or subscription rights.

COMMON STOCK

Holders of Common Stock have one vote per share and a ratable right to the
net assets of the Company in liquidation after payment of all amounts due to
creditors and any holders of preferred stock. After payment of dividends or
distributions to the holders of preferred stock, if any, holders of Common Stock
participate ratably in dividends and distributions as may be declared by the
Board of Directors from funds legally available therefor. See "Dividend Policy."
Holders of Common Stock have no conversion rights and are not entitled to any
preemptive or subscription rights. The shares of Common Stock currently
outstanding are, and the shares to be issued pursuant to this Offering will be,
duly authorized, validly issued, fully paid and nonassessable.

VOTING ON DIRECTORS

The Company's articles of incorporation provide that the Board of Directors
is divided into three classes with each class elected for a three year term. The
Board currently consists of five members and will be expanded to seven members
upon completion of the Offering made hereby. Shareholders do not have cumulative
voting rights in the election of directors. Riviera Holding Company and Motor
Wheel have an

27
<PAGE> 30

agreement with respect to the voting of their shares on Directors which provides
that they will vote in concert to elect three members designated by Riviera
Holding Company and two members designated by Motor Wheel to the Board of
Directors.

OTHER PROVISIONS

Chapter 7A of the Michigan Business Corporation Act. Under Chapter 7A of
the Michigan Business Corporation Act (the "MBCA"), "business combinations"
(defined to include, among other transactions, mergers, consolidations, certain
dispositions of assets or shares, and certain recapitalizations) between certain
corporations or their domestic subsidiaries and an "interested Shareholder"
(defined as the direct or indirect beneficial owner of at least 10% of the
voting power of a covered corporation's outstanding shares or an affiliate of
the corporation which had such 10% ownership within the preceding two years) can
only be consummated if approved by at least 90% of the votes of each class of
the corporation's shares entitled to vote thereon and by at least two-thirds of
such votes not held by the interested Shareholder or its affiliates, unless
certain price and other conditions imposed by Chapter 7A are satisfied. The
Board of Directors may elect to exempt business combinations with a particular
interested shareholder from the requirements of Chapter 7A at any time before
the interested shareholder attains that status.

Chapter 7B of the Michigan Business Corporation Act. Under Chapter 7B of
the MBCA, "control shares" (defined to mean shares, which when added to all
other shares of the corporation owned by a person or with respect to which that
person may exercise or direct the exercise of voting power, would entitle that
person, immediately after the acquisition of the shares, to exercise or direct
the exercise of voting power in the election of directors in excess of threshold
levels of 20%, 33 1/2% or a majority of all voting power) acquired in a "control
share acquisition" (defined to include the acquisition, directly or indirectly,
by any person of ownership of or the power to exercise the voting power with
respect to, issued and outstanding control shares) have the same voting rights
as were accorded the shares before the control share acquisition only to the
extent granted by resolution approved by the Shareholders of the corporation. To
have such a resolution considered by the shareholders of the corporation, the
acquiring person must deliver an "acquiring person statement" to the corporation
and the Michigan Department of Commerce, Corporation and Securities Bureau. To
be approved by the shareholders, the resolution must be approved by a majority
of the votes cast by the holders of the common stock and a majority of the votes
cast by the holders of shares of each class or series entitled to vote thereon,
excluding "interested shares" (defined to include shares held by the acquiring
person or member of his group, an officer of the corporation and any director
who is also an employee of the corporation). The practical effect of Chapter 7B
of the MBCA is to require that a person making a tender offer for shares of a
corporation condition the offer on shareholder approval of the person's right to
vote the shares to be acquired.

If authorized by the corporation's articles of incorporation or bylaws,
control shares acquired in a control share acquisition with respect to which no
acquiring person statement has been filed may be redeemed by the corporation at
any time more than 60 days after the end of the control share acquisition at
"fair value." If authorized by the corporation's articles of incorporation or
bylaws, control shares acquired in a control share acquisition which are not
accorded full voting rights may be redeemed by the corporation at "fair value."
Unless otherwise provided in the corporation's articles of incorporation or
bylaws, in the event that control shares acquired in a control share acquisition
are accorded full voting rights and the acquiring person has acquired a majority
of all voting power of the corporation, the Shareholders of the corporation,
other than the acquiring person, have dissenters' rights. "Fair value" means a
value not less than the highest price paid per share by the acquiring person in
the control share acquisition.

The provisions of Chapter 7B automatically apply to the Company, although
the Board of Directors or the Shareholders may elect to remove the Company from
the application of Chapter 7B. The Board has no plans to elect to remove such
application and is not aware of any plans or proposals to do so. Further, none
of the provisions discussed above has been included in the Company's Articles of
Incorporation or Bylaws.

The foregoing discussion concerning the provisions of the MBCA is qualified
in its entirety by reference to such MBCA provisions.

28
<PAGE> 31

SHAREHOLDER PROPOSALS

Any proposal intended to be presented by a shareholder at a meeting of the
Company's shareholders must be presented in writing to the Secretary of the
Company at least 60 days prior to the date of the meeting for consideration by
the shareholders at such meeting.

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the shares of Common Stock of the
Company is Boston EquiServe Limited Partnership, Canton, Massachusetts 020201.
Its telephone number is (617) 575-2000.

SHARES ELIGIBLE FOR FUTURE SALE

Immediately following the completion of this Offering, approximately
1,460,000 shares of Common Stock will be held by two existing shareholders,
Riviera Holding Company and Motor Wheel. Such shares of Common Stock (herein
referred to as "Restricted Shares") may not be sold unless they are registered
under the Securities Act of 1933, are sold pursuant to an applicable exemption
from registration, or sold within the volume limitations established by Rule 144
promulgated under the Act. Rule 144 restricts Riviera Holding Company and Motor
Wheel to sales via brokers' transactions or to market-makers in an amount in any
three months not in excess of the greater of 1% of the number of shares of
Common Stock then outstanding or the average weekly trading volume for a
four-week period prior to each such sale. In connection with this Offering,
Riviera Holding Company and Motor Wheel have agreed not to sell any of their
Restricted Shares for a period of two years after the date of this Prospectus
without the consent of the Representative.

Motor Wheel and Riviera Holding Company have entered into a Shareholders
Agreement which provides for certain "demand" and "piggyback registration
rights" for Motor Wheel, an option for Riviera Holding Company to purchase Motor
Wheel shares in the Company for a period ending October 14, 1997, coordination
of voting for directors and certain other rights should either one of them
propose a sale of shares in the Company to a third party without registration.
See "Principal Shareholders -- Shareholder Agreement."

No predictions can be made as to the effect, if any, that market sales of
Common Stock or the availability of Common Stock for sale will have on the
market price prevailing from time to time. Nevertheless, sales of substantial
amounts of Common Stock in the public market could adversely affect prevailing
market prices.

29
<PAGE> 32

UNDERWRITING

In the Underwriting Agreement, the Underwriters, represented by the
Representative, have agreed, severally, subject to the terms and conditions
therein set forth to purchase from the Company, and the Company has agreed to
sell them, the number of shares of Common Stock, totaling 1,100,000 shares, set
forth opposite their respective names below.

<TABLE>
<CAPTION>
NUMBER OF
UNDERWRITER SHARES
------------------------------------------------------------------- ---------
<S> <C>
National Securities Corporation....................................

----------
Total......................................................... 1,100,000
==========
</TABLE>

The Underwriters propose to initially offer the shares to the public at the
public offering price set forth on the cover page of this Prospectus. The
Underwriters may allow to select dealers who are members of the National
Association of Securities Dealers, Inc. a concession not exceeding $
per share and any Underwriter may allow, and such dealers may reallow, a
concession not in excess of $ per share to certain other dealers. After
this Offering, the public offering price and concession and discounts may be
changed by the Representative.

The Company has granted an option to the Underwriters, exercisable during
the 45-day period after the date of this Prospectus, to purchase up to an
additional 165,000 shares of Common Stock at the same price per share as the
initial shares purchased from the Company. The Underwriters may exercise such
option only to cover over-allotments in the sale of shares that the Underwriters
have agreed to purchase. To the extent that the Underwriters exercise such
option, each of the Underwriters will have a firm commitment, subject to certain
conditions, to purchase the same percentage of the total option shares as the
number of shares to be purchased and offered by that Underwriter in the table
above bears to the total.

The Company has agreed to indemnify, or to contribute to payments made by,
the Underwriters and certain of their controlling persons with respect to
certain civil liabilities, including certain civil liabilities under the
Securities Act of 1933.

The Company and each existing common stockholder have agreed not to
register, sell, contract to sell or otherwise dispose of any shares of Common
Stock for a period of two years after the date of this Prospectus without the
prior written consent of the Representative.

Prior to this Offering, there has been no public market for the Company's
Common Stock. Consequently, the offering price has been determined through
negotiation between the Company and the Representative. Such price has been
based upon on a number of factors, including estimates of the business potential
of the Company, its earning history and prospects, the present state of the
Company's development, an assessment of the Company's management, the
consideration of the above factors in relation to market valuations of
comparable companies and the current condition of the industry and the economy
as a whole.

The Company has agreed to pay the Representative a non-accountable expense
allowance of 3% of the gross proceeds from the sale of the Common Stock offered
hereby, $25,000 of which has been paid as of the date of this Prospectus. The
Company has also agreed to pay the fees and disbursements of counsel for the
Underwriters. In addition, upon completion of this Offering, the Company will
issue the Representative's Warrant to the Representative entitling the
Representative to purchase up to an 110,000 shares of Common Stock. The
Representative's Warrant may not be exercised for a period of 12 months from the
date of this Prospectus. The Representative's Warrant will be exercisable in
whole or in part for a period of four years thereafter at a price of $8.40 per
share (120% of the initial public offering price set forth on the cover page of

30
<PAGE> 33

this Prospectus). The Representative's Warrant provides for adjustment in the
exercise price of the Representative's Warrant in the event of certain mergers,
acquisitions, stock dividends and capital changes. The Representative's Warrants
may be transferred only to officers of the Representative or its successors. The
Representative's Warrant grants to the holders thereof certain rights with
respect to the registration under the Act of the securities issuable upon
exercise of the Representative's Warrant. In the event of the exercise of the
Representative's Warrants, the Company has the right to redeem such warrants.

In connection with this Offering, certain Underwriters and selling group
members (if any) or their respective affiliates who are qualifying registered
market makers on NASDAQ may engage in passive market making transactions in the
Common Stock of the Company on NASDAQ in accordance with Rule 10b-6A under the
Securities Exchange Act of 1934, as amended. The passive market making
transactions must comply with applicable volume and price limits and be
identified as such. In general, a passive market maker may display its bid at a
price not in excess of the highest independent bid for the security; if all
independent bids are lowered below the passive market maker's bid, however, such
bid must then be lowered when certain purchase limits are exceeded.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for the
Company by Dickinson, Wright, Moon, Van Dusen & Freeman, Grand Rapids, Michigan.
Certain legal matters will be passed on for the Underwriters by Camhy Karlinsky
& Stein LLP, New York City, New York.

EXPERTS

The financial statements as of August 31, 1995 and 1994, and for each of
the three years in the period ended August 31, 1995 included in this Prospectus
and the related financial statement schedules included elsewhere in the
Registration Statement containing this Prospectus (the "Registration Statement")
have been audited by Plante & Moran, LLP, independent auditors, as stated in
their reports appearing herein and elsewhere in the Registration Statement and
are included in reliance upon the reports of such firm given upon their
authority as experts in accounting and auditing.

ADDITIONAL INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission"), 450 Fifth Street, N.W., Washington, D.C. 20549, a Registration
Statement on Form S-1 under the Act, as amended, with respect to the shares of
Common Stock offered hereby. This Prospectus does not contain all the
information set forth in the Registration Statement and the exhibits thereto.
For further information with respect to the Company and the shares of Common
Stock offered by this Prospectus reference is made to such Registration
Statement and exhibits. Statements made in this Prospectus referring to a
document filed as an exhibit to the Registration Statement are qualified by
reference to the exhibit for a complete statement of its terms and conditions.
Copies of the Registration Statement together with exhibits thereto may be
obtained from the Commission at its principal office at 450 Fifth Street, N.W.,
Washington, D.C. 20549 upon payment of the charges prescribed by the Commission
or may be examined without charge at the public reference facilities maintained
at the principal office of the Commission.

31
<PAGE> 34

RIVIERA TOOL COMPANY

TABLE OF CONTENTS

<TABLE>
<S> <C>
REPORT LETTER........................................................................ F-2
FINANCIAL STATEMENTS
Balance Sheet...................................................................... F-3
Statement of Operations............................................................ F-4
Statement of Common Stockholders' Equity........................................... F-5
Statement of Cash Flows............................................................ F-6
Notes to Financial Statements...................................................... F-7
</TABLE>

F-1
<PAGE> 35

INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
Riviera Tool Company

We have audited the accompanying balance sheet of Riviera Tool Company, as
of August 31, 1995, 1994 and 1993, and the related statements of operations,
common stockholders' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Riviera Tool Company, at
August 31, 1995, 1994 and 1993, and the results of their operations and their
cash flows for the years then ended, in conformity with generally accepted
accounting principles.

PLANT AND MORAN, LLP

Grand Rapids, Michigan
March 8, 1996, except for Note 18, as to which the date is
October 14, 1996

F-2
<PAGE> 36

RIVIERA TOOL COMPANY

BALANCE SHEET

<TABLE>
<CAPTION>
AUGUST 31 MAY 31,
--------------------------------------- -----------
NOTE 1995 1994 1993 1996
---------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS
Cash............................... $ 3,188 $ -- $ 108,900 $ --
Accounts receivable:
Trade............................ 4,433,129 7,377,345 4,799,652 3,196,283
Related party.................... 12 1,111,282 930,967 906,387 338,003
Costs and estimated gross profit in
excess of billings on contracts
in process....................... 2 3,279,489 4,293,596 5,428,285 7,234,807
Inventories........................ 3 1,398,070 1,431,715 1,307,026 1,398,070
Prepaid expenses and other current
assets........................... 284,678 329,124 434,912 330,087
------------ ------------ ------------ ------------
Total current assets........ 10,509,836 14,362,747 12,985,162 12,497,250
PROPERTY, PLANT AND EQUIPMENT, NET... 4 10,906,099 11,664,882 9,660,946 10,000,220
OTHER ASSETS......................... 290,197 411,551 280,979 240,347
------------ ------------ ------------ ------------
Total assets................ $21,706,132 $26,439,180 $22,927,087 $22,737,817
============ ============ ============ ============
LIABILITIES AND
STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable...................... 5 6,866,170 9,460,669 8,126,520 9,735,893
Current portion of long-term
debt............................. 5 1,631,629 2,395,545 2,531,602 1,050,895
Current portion of capitalized
lease obligations................ 10 624,561 733,400 403,114 442,640
Accounts payable................... 3,953,522 4,718,369 4,103,524 3,049,944
Accrued liabilities................ 563,931 623,209 547,463 661,681
------------ ------------ ------------ ------------
Total current liabilities... 13,639,813 17,931,192 15,712,223 14,941,051
CAPITALIZED LEASE OBLIGATIONS........ 10 397,412 699,946 1,178,461 156,315
LONG-TERM DEBT....................... 5 1,433,033 2,015,442 -- 1,025,115
DEFERRED GAINS....................... 7 210,342 359,144 507,946 98,740
ACCRUED LEASE EXPENSE................ 9 502,870 437,457 362,696 544,919
DEFERRED TAX LIABILITY............... 6 191,700 116,700 246,700 353,700
PREFERRED STOCK -- $5 par value,
$100 mandatory redemption value:
Authorized -- 5,000 shares
Issued and outstanding -- 1,425
shares........................ 11, 13 110,537 109,249 79,613 110,537
PREFERRED STOCK -- no par value,
Authorized -- 200,000
Issued and outstanding -- no
shares........................ 14 -- -- -- --
COMMON STOCKHOLDERS' EQUITY.......... 18
Common stock -- No par value:
Authorized -- 6,000,000 shares
Issued and outstanding --
1,460,000 shares.............. 4,392,752 4,392,752 4,392,752 4,392,752
Retained earnings.................. 827,673 377,298 446,696 1,114,688
------------ ------------ ------------ ------------
Total common stockholders'
equity................... 5,220,425 4,770,050 4,839,448 5,507,440
------------ ------------ ------------ ------------
Total liabilities and stockholders'
equity............................. $21,706,132 $26,439,180 $22,927,087 $22,737,817
============ ============ ============ ============
</TABLE>

See Notes to Financial Statements.

F-3
<PAGE> 37

RIVIERA TOOL COMPANY

STATEMENT OF OPERATIONS

<TABLE>
<CAPTION>
AMOUNT AMOUNT
----------------------------------------- --------------------------
YEAR ENDED AUGUST 31 NINE MONTHS ENDED MAY 31
----------------------------------------- --------------------------
NOTE 1995 1994 1993 1996 1995
---- ----------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
SALES
Trade................. $19,429,894 $19,885,808 $16,267,523 $12,594,944 $15,538,500
Related party......... 12 2,794,829 2,538,919 2,678,754 1,426,567 1,722,287
----------- ----------- ----------- ----------- -----------
TOTAL SALES............. 22,224,723 22,424,727 18,946,277 14,021,511 17,260,787
COST OF SALES........... 18,116,301 19,675,967 17,158,664 11,233,646 14,242,514
----------- ----------- ----------- ----------- -----------
GROSS PROFIT............ 4,108,422 2,748,760 1,787,613 2,787,865 3,018,273
SELLING AND
ADMINISTRATIVE
EXPENSES.............. 1,945,214 1,123,292 1,469,594 1,273,676 1,524,629
----------- ----------- ----------- ---------- -----------
INCOME FROM
OPERATIONS............ 2,163,208 1,625,468 318,019 1,514,189 1,493,644
OTHER INCOME (EXPENSE)
Interest expense...... (1,749,447) (1,415,290) (855,890) (1,187,814) (1,298,544)
Gain on asset sales... 7 148,802 148,802 243,559 122,640 182,302
Loss from related
company............ 16 -- (532,242) (2,246,653) -- --
----------- ----------- ----------- ---------- -----------
TOTAL OTHER EXPENSE --
NET................... (1,600,645) (1,798,730) (2,858,984) (1,065,174) (1,116,242)
----------- ----------- ----------- ---------- -----------
INCOME (LOSS) -- BEFORE
TAXES ON INCOME....... 562,563 (173,262) (2,540,965) 449,015 377,402
INCOME TAX EXPENSE
(CREDIT).............. 6 76,700 (133,500) (251,900) 162,000 128,000
----------- ----------- ----------- ---------- -----------
NET INCOME (LOSS)....... $ 485,863 $ (39,762) $(2,289,065) $ 287,015 $ 249,402
=========== =========== =========== ========== ===========
NET INCOME (LOSS) PER
COMMON SHARE.......... $.33 $(.05) $(1.59) $.20 $.17
=========== =========== =========== ========== ===========
COMMON SHARES
OUTSTANDING........... 1,460,000 1,460,000 1,460,000 1,460,000 1,460,000
=========== =========== =========== ========== ===========
</TABLE>

See Notes to Financial Statements.

F-4

<PAGE> 38

RIVIERA TOOL COMPANY

STATEMENT OF COMMON STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
COMMON STOCK TOTAL
----------------------- RETAINED STOCKHOLDERS'
SHARES AMOUNT EARNINGS EQUITY
--------- ---------- ----------- -------------
<S> <C> <C> <C> <C>
BALANCE -- AUGUST 31, 1992 (Note 18)......... 1,460,000 $4,392,752 $ 2,760,966 $ 7,153,718
Increase to redeemable preferred stock (Note
13)........................................ -- -- (25,205) (25,205)
Net loss..................................... -- -- (2,289,065) (2,289,065)
---------- ----------- ------------ ------------
BALANCE -- AUGUST 31, 1993................... 1,460,000 4,392,752 446,696 4,839,448
Increase to redeemable preferred stock (Note
13)........................................ -- -- (29,636) (29,636)
Net loss..................................... -- -- (39,762) (39,762)
---------- ----------- ------------ ------------
BALANCE -- AUGUST 31, 1994................... 1,460,000 4,392,752 377,298 4,770,050
Increase to redeemable preferred stock (Note
13)........................................ -- -- (35,488) (35,488)
Net income................................... -- -- 485,863 485,863
---------- ----------- ------------ ------------
BALANCE -- AUGUST 31, 1995................... 1,460,000 4,392,752 827,673 5,220,425
---------- ----------- ------------ ------------
Net income (unaudited)....................... -- -- 287,015 287,015
---------- ----------- ------------ ------------
BALANCE -- MAY 31, 1996 (unaudited).......... 1,460,000 $4,392,752 $ 1,114,688 $ 5,507,440
========== =========== ============ ============
</TABLE>

See Notes to Financial Statements.

F-5
<PAGE> 39

RIVIERA TOOL COMPANY

STATEMENT OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED AUGUST 31 NINE MONTHS ENDED MAY 31
----------------------------------------- --------------------------
1995 1994 1993 1996 1995
----------- ----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)................... $ 485,863 $ (39,762) $(2,289,065) $ 287,015 $ 249,402
Adjustments to reconcile net income
(loss) to net cash from operating
activities:
Depreciation and amortization... 1,438,403 1,213,516 993,394 830,234 918,728
Loss (gain) on sale of machinery
and equipment................ 43,170 10,107 (1,123) -- --
Amortization of deferred gain... (148,802) (148,802) (243,559) (111,602) (182,302)
Deferred taxes.................. 75,000 (130,000) (251,900) 162,000 128,000
Loss from related company....... -- -- 2,246,653 -- --
Bad debt provision.............. -- -- (25,000) -- --
(Increase) decrease in assets:
Accounts receivable.......... 2,763,901 (2,602,273) (1,260,973) 2,010,120 813,274
Costs and estimated gross
profit in excess of
billings on contracts in
process.................... 1,014,107 1,134,689 (2,943,200) (3,955,318) 1,659,148
Inventories.................. 33,645 (124,689) (135,390) -- --
Income tax refundable........ -- -- 110,000 -- --
Prepaid expenses and other
current assets............. 44,446 105,788 (76,714) (45,410) (4,505)
Increase (decrease) in
liabilities:
Accounts payable............. (764,847) 614,845 1,435,683 (903,578) (970,531)
Accrued liabilities.......... (59,278) 75,746 206,510 97,753 273,275
Accrued lease expense........ 65,413 74,761 84,106 42,049 49,060
----------- ----------- ----------- ----------- -----------
Net cash provided by (used
in) operating
activities............... 4,991,021 183,926 (2,150,578) (1,586,737) 2,933,549
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of machinery and
equipment......................... 80,000 36,000 6,900 -- --
Increase in other assets............ (70,153) (191,563) (141,538) 49,850 (48,581)
Additions to property, plant and
equipment......................... (585,248) (2,849,684) (634,974) 75,648 169,332
----------- ----------- ----------- ----------- -----------
Net cash used in investing
activities............... (575,401) (3,005,247) (769,612) 125,498 (120,751)
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from (repayments of)
short-term debt................... (2,594,499) 1,334,149 3,867,028 2,107,066 (2,201,410)
Principal payments under capital
lease obligations................. (437,408) (501,113) (396,823) (241,097) (214,681)
Proceeds from issuance of
long-term debt.................... -- 2,584,294 -- -- --
Principal payments on long-term
debt.............................. (1,346,325) (704,909) (448,292) (407,918) (386,837)
Dividends paid...................... (34,200) -- -- -- --
----------- ----------- ----------- ----------- -----------
Net cash provided by (used
in) financing
activities............... (4,412,432) 2,712,421 3,021,913 1,458,051 (2,802,928)
----------- ----------- ----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH....... 3,188 (108,900) 101,723 (3,188) 9,870
CASH -- Beginning of Period........... -- 108,900 7,177 3,188 --
----------- ----------- ----------- ----------- -----------
CASH -- End of Period................. $ 3,188 $ -- $ 108,900 $ -- $ 9,870
=========== =========== =========== =========== ===========
</TABLE>

See Notes to Financial Statements.

F-6
<PAGE> 40

RIVIERA TOOL COMPANY

NOTES TO FINANCIAL STATEMENTS
(INCLUDING DATA APPLICABLE TO UNAUDITED PERIODS)

NOTE 1 -- NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Business -- The Company is a manufacturer of medium- to
large-scale, complex stamping dies that are sold to automobile manufacturers and
their suppliers for the production of automobile and truck parts. The nature of
the Company's business is such that a limited number of customers comprise a
majority of its business in any given year, even though the specific customers
will differ from year to year. Five customers accounted for 91 percent of sales
and 82 percent of accounts receivable for the year ended August 31, 1995. Four
customers accounted for 72 percent of sales and 84 percent of accounts
receivable for the year ended August 31, 1994. Three customers accounted for 73
percent of sales and 83 percent of accounts receivable for the year ended August
31, 1993.

Reporting Entity -- In October, 1996, the Company executed an agreement and
plan of merger. Under the provisions of the agreement, Riviera Die & Tool, Inc.,
merged with and into Riviera Tool Company, owner of 100% of its common stock, as
the survivor corporation. Concurrently with such merger, the By-Laws and
Articles of Incorporation have been amended. The merger has no effect on the
balance sheet, statement of operations, statement of common stockholders' equity
or cash flows. The stockholders' equity section of this report reflects the
impact of this merger on authorized, issued and outstanding shares of stock.

Interim Financial Statements -- The accompanying balance sheet as of May
31, 1996 and the related statements of operations and cash flows for the nine
months ended May 31, 1995 and May 31, 1996, and the statement of common
stockholders' equity for the nine months ended May 31, 1996, are unaudited, but
in the opinion of management, include all adjustments (consisting of normal,
recurring adjustments) necessary for a fair presentation of results for these
interim periods. The results of operations for the nine months ended May 31,
1996, are not necessarily indicative of the results to be expected for the
entire year.

Net Income (Loss) per Share -- Net Income (Loss) per share is based on the
weighted average number of common shares outstanding during the period. Pursuant
to the rules of the Securities and Exchange Commission, common shares issued
during the 12 months immediately preceding the anticipated date of the Company's
initial public offering have been included in the calculation of common shares
as if they were outstanding for all periods presented.

Use of Estimates -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

Significant Estimates -- The most significant estimates made by the Company
are in the determination and recognition of revenue on contracts in process at
year end. Management's best estimate of costs to complete is based on costs
incurred subsequent to year end, engineers' cost projections and other analyses.
Although management's estimates are not expected to materially change in the
near term, the costs the Company will ultimately incur could differ from the
amounts estimated based on the various factors.

Revenue Recognition -- The Company recognizes revenue on time and material
contracts, utilizing the completed-contract method. Revenue is recognized on all
other contracts, utilizing the percentage-of-completion method. Under the
completed-contract method, the contract is considered complete when all costs
except for insignificant items have been incurred and the project has been
approved by the customer. Under the percentage-of-completion method, revenue on
fixed-price contracts is measured by the relationship of total costs incurred to
date to estimated total costs for each contract. Provisions for estimated losses
on contracts in process are recognized in the period such losses are determined.
Changes in job performance, conditions and estimated profitability may result in
revisions to costs and income and are recognized in the period such revisions
are determined.

F-7
<PAGE> 41

RIVIERA TOOL COMPANY

NOTES TO FINANCIAL STATEMENTS -- CONTINUED
(INCLUDING DATA APPLICABLE TO UNAUDITED PERIODS)

NOTE 1 -- NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES -- CONTINUED
Accounts Receivable -- All accounts receivable are considered to be fully
collectible; accordingly, no allowance for doubtful accounts has been provided.

Inventories -- Inventories are recorded at the lower-of-cost (first-in,
first-out) method, or market.

Property, Plant and Equipment -- Property, plant and equipment are recorded
at cost. Depreciation is computed principally using the straight-line method
over the useful life of the asset for financial reporting purposes and
accelerated methods for tax purposes.

Other Assets -- Included in other assets are deferred debt issuance costs
that are being amortized using the straight-line method over periods ranging
from one to 10 years. Amortization expense for the years ended August 31, 1995,
1994 and 1993, was $191,507, $60,991 and $52,423, respectively and $49,850 for
the nine months ended May 31, 1996.

Income Taxes -- The Company accounts for income taxes in accordance with
Statement of Financial Accounting Standards (SFAS) No. 109. A current tax
liability or asset is recognized for the estimated taxes payable or refundable
on tax returns for the year. Deferred tax liabilities or assets are recognized
for the estimated future tax effects of temporary differences between book and
tax accounting and operating loss and tax credit carryforwards. Valuation
allowances are established when necessary to reduce deferred tax assets to the
amount expected to be realized.

NOTE 2 -- COSTS AND BILLINGS ON CONTRACTS IN PROCESS

Costs and billings on contracts in process are as follows:

<TABLE>
<CAPTION>
AUGUST 31
-------------------------------------- MAY 31,
1995 1994 1993 1996
---------- ---------- ---------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Costs incurred on contracts in process under
the percentage-of-completion method........ $8,217,497 $8,168,619 $4,903,410 $14,445,308
Estimated gross profit....................... 98,355 527,445 360,852 0
----------- ----------- ----------- -----------
Total................................... 8,315,852 8,696,064 5,264,262 14,445,308
Less billings to date........................ 5,438,504 4,809,173 182,200 7,985,903
Plus costs incurred on contracts in process
under the completed contract method........ 402,141 406,705 346,223 775,402
----------- ----------- ----------- ----------
Costs and estimated gross profit in
excess of billings on contracts in
process............................ $3,279,489 $4,293,596 $5,428,285 $ 7,234,807
=========== =========== =========== ===========
</TABLE>

NOTE 3 -- INVENTORIES

Inventories consist of the following:

<TABLE>
<CAPTION>
AUGUST 31
-------------------------------------- MAY 31,
1995 1994 1993 1996
---------- ---------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Raw material stock $ 143,454 $ 216,866 $ 228,095 $ 143,454
Perishable tooling and supplies............... 1,254,616 1,214,849 1,078,931 1,254,616
----------- ----------- ----------- ----------
Total.................................... $1,398,070 $1,431,715 $1,307,026 $1,398,070
=========== =========== =========== ==========
</TABLE>

F-8
<PAGE> 42

RIVIERA TOOL COMPANY

NOTES TO FINANCIAL STATEMENTS -- CONTINUED
(INCLUDING DATA APPLICABLE TO UNAUDITED PERIODS)

NOTE 4 -- PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following:

<TABLE>
<CAPTION>
AUGUST 31
----------------------------------------- MAY 31,
1995 1994 1993 1996
----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Land and leasehold improvements........... $ 1,501,624 $ 1,441,401 $ 1,435,958 $ 1,501,624
Office furniture and fixtures............. 289,142 536,373 431,161 289,142
Machinery and equipment................... 15,722,397 16,234,857 13,203,152 15,643,633
Transportation equipment.................. 78,881 86,148 69,880 81,997
------------ ------------ ------------ ------------
Total cost........................... 17,592,044 18,298,779 15,140,151 17,516,396
Accumulated depreciation and
amortization............................ 6,685,945 6,633,897 5,479,205 7,516,176
------------ ------------ ------------ ------------
Net carrying amount.................. $10,906,099 $11,664,882 $ 9,660,946 $10,000,220
============ ============ ============ ============
Annual depreciation and amortization
expense................................. $ 1,246,896 $ 1,152,525 $ 940,971 $ 918,728
============ ============ ============ ============
</TABLE>

NOTE 5 -- NOTES PAYABLE AND LONG-TERM DEBT

The Company's notes payable and long-term debt consist of the following:

<TABLE>
<CAPTION>
AUGUST 31
-------------------------------------- MAY 31,
1995 1994 1993 1996
---------- ---------- ---------- ---------
(UNAUDITED)
<S> <C> <C> <C> <C>
NOTES PAYABLE
Revolving bank credit line, collateralized by
substantially all assets of the Company. The
agreement provides for borrowings, subject to
certain collateral requirements of up to
$9,000,000, and bears interest at 3% above the
bank's prime rate at August 31, 1995 and 1994,
(an effective rate of 11.75% and 10.25%,
respectively) and 1.5% above the bank's prime
rate at August 31, 1993 (an effective rate of
7.5%). The agreement is subject to certain
loan covenants (discussed below) and requires
a commitment fee of .375% per annum on the
average daily unused portion of the revolving
credit line, and a facility fee of .125% per
annum on the revolving credit line. Subsequent
to August 31, 1995, the bank extended the
line-of-credit agreement to September 30,
1996, and increased the borrowing limit to
$10,500,000 until November 30, 1996 at which
time the Borrowing Limit will decrease to
$9,000,000. Interest under the extended
agreement is 4% above the bank's prime
rate. ........................................ $6,866,170 $9,460,669 $8,126,520 $ 9,735,893
=========== =========== =========== ===========
</TABLE>

F-9
<PAGE> 43

RIVIERA TOOL COMPANY

NOTES TO FINANCIAL STATEMENTS -- CONTINUED
(INCLUDING DATA APPLICABLE TO UNAUDITED PERIODS)

NOTE 5 -- NOTES PAYABLE AND LONG-TERM DEBT -- CONTINUED

<TABLE>
<CAPTION>
AUGUST 31
-------------------------------------- MAY 31,
1995 1994 1993 1996
---------- ---------- ---------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
LONG-TERM DEBT
Note payable to bank, payable in monthly
installments of $40,000 plus interest of 3%
over the bank's prime rate at August 31, 1995
and 1994, (effective rates of 11.75% and
10.25%, respectively), collateralized by
substantially all assets of the Company, with
a scheduled maturity of November 30, 1995.
This agreement is subject to certain covenants
discussed below. Subsequent to August 31,
1995, the bank extended the note's maturity
date to November 30, 1996, and adjusted
interest at 4% above the bank's prime rate.... 856,962 1,336,962 1,681,108 496,962
Note payable to financial institution, payable
in monthly installments of $39,944 including
interest at 9.9%, collateralized by specific
assets of the Company with a carrying value of
$2,348,523 at August 31, 1995, due March 1,
1999.......................................... 1,441,051 1,858,170 -- 1,180,504
Note payable to bank, payable in monthly
installments of $15,000 including interest at
7%, collateralized by specific assets of the
Company with a carrying value of $2,348,523 at
August 31, 1995, due September 1, 1998........ 494,432 595,341 -- 382,828
Note payable to bank, collateralized by
accounts receivable, contracts in progress and
inventories. The terms of the agreement
require the Company to pay monthly
installments of $35,000, including interest at
16.4%, with a maturity date of November 1995.
This agreement is subject to certain covenants
discussed below............................... 272,217 620,514 850,494 15,714
---------- ---------- ---------- ----------
Total long-term debt........................ 3,064,662 4,410,987 2,531,602 2,076,008
Less current portion........................ 1,631,629 2,395,545 2,531,602 1,050,893
---------- ---------- ---------- ----------
Long-term debt -- Net....................... $1,433,033 $2,015,442 $ -- $ 1,025,115
========== ========== ========== ==========
</TABLE>

Minimum principal payments on long-term debt to maturity as of August 31,
1995, are as follows:

<TABLE>
<S> <C>
1996............................................................................ $1,631,629
1997............................................................................ 549,898
1998............................................................................ 601,833
1999............................................................................ 281,302
----------
Total......................................................................... $3,064,662
----------
</TABLE>

In connection with the line of credit and notes payable to certain banks as of
August 31, 1995, 1994 and 1993, the Company has agreed to certain covenants. The
agreements require the Company to maintain minimum working capital and net worth
of $200,000 and $6,000,000, respectively, to not let its combined debt-to-equity

F-10
<PAGE> 44

RIVIERA TOOL COMPANY

NOTES TO FINANCIAL STATEMENTS -- CONTINUED
(INCLUDING DATA APPLICABLE TO UNAUDITED PERIODS)

NOTE 5 -- NOTES PAYABLE AND LONG-TERM DEBT -- CONTINUED
ratio exceed 3 to 1, and prohibit the payment of cash dividends. The Company
presently is not in compliance and was not in compliance at May 31, 1996, August
31, 1995, 1994 and 1993, with certain covenants and, therefore, has reclassified
those debt obligations to banks as current liabilities. Although the banks have
extended the terms of the obligations to November 30, 1996, they have not waived
their rights under the agreements.

NOTE 6 -- FEDERAL INCOME TAXES

The provision for federal income taxes (benefit) is as follows:

<TABLE>
<CAPTION>
AUGUST 31
--------------------------------- MAY 31,
1995 1994 1993 1996
------- --------- --------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Current expense (benefit)......................... $ 1,700 $ (3,500) $ -- $ --
Deferred expense (benefit)........................ 75,000 (130,000) (251,900) 162,000
-------- ---------- ---------- ---------
Total tax expense (benefit).................. $76,700 $(133,500) $(251,900) $ 162,000
======== ========== ========== =========
</TABLE>

The difference between the federal statutory tax rate and the Company's
effective rate was:

<TABLE>
<CAPTION>
AUGUST 31
--------------------------- MAY 31,
1995 1994 1993 1996
----- ----- ----- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Federal statutory tax rate........................... 34.0% (34.0)% (34.0)% 34.0%
Increase (reduction) in income taxes relating to:
Effect of recording and changing valuation
allowance..................................... (23.3) (59.9) 18.9 --
Effect of providing for deferred taxes at rates
less than statutory rates and other items..... 2.9 16.8 5.2 2.1
----- ------ ------ ----
Effective tax rate......................... 13.6% (77.1)% (9.9)% 36.1%
===== ====== ====== ====
</TABLE>

The details of the net deferred tax liability are as follows:

<TABLE>
<CAPTION>
AUGUST 31
----------------------------------------- MAY 31,
1995 1994 1993 1996
----------- ----------- ----------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Deferred tax liabilities:
Depreciation............................ $(2,158,000) $(1,821,000) $(1,724,000) $(2,141,000)
------------ ------------ ------------
Deferred tax assets:
Net operating loss carryforward......... 1,637,200 1,517,000 1,387,400 1,478,200
Investment tax credit carryforward...... 246,700 246,700 246,700 246,700
Alternative minimum tax credit
carryforward......................... 40,000 40,000 40,000 40,000
Accrued lease expense................... 170,900 131,000 108,800 185,200
Deferred gains and other items.......... 118,200 147,300 175,900 83,900
------------ ------------ ------------ ----------
Total deferred tax assets............ 2,213,000 2,082,000 1,958,800 2,034,000
Valuation allowance recognized for
deferred tax assets..................... (246,700) (377,700) (481,500) (246,700)
------------ ------------ ------------ ----------
Net deferred tax liability........... $ (191,700) $ (116,700) $ (246,700) $ (353,700)
============ ============ ============ ===========
</TABLE>

F-11
<PAGE> 45

RIVIERA TOOL COMPANY

NOTES TO FINANCIAL STATEMENTS -- CONTINUED
(INCLUDING DATA APPLICABLE TO UNAUDITED PERIODS)

NOTE 6 -- FEDERAL INCOME TAXES -- CONTINUED
The details of the deferred tax expense (benefit) are as follows:

<TABLE>
<CAPTION>
AUGUST 31
----------------------------------- MAY 31
1995 1994 1993 1996
--------- --------- --------- -----------
(UNAUDITED)
<S> <C> <C> <C> <C>
Income (loss) before income taxes............... $(120,200) $(129,600) $(775,700) $ 159,000
Accrued lease................................... (39,900) (22,200) (25,200) (14,000)
Depreciation.................................... 337,000 97,000 29,300 (2,000)
Deferred compensation........................... (9,400) (7,200) (3,800) (4,000)
Deferred revenue................................ 36,200 44,600 73,100 38,000
Other items..................................... 3,900 (2,900) 8,900 15,000
Change in valuation allowance................... (131,000) (103,800) 481,500 --
Investment tax credit........................... -- (6,700) -- --
Alternative minimum tax credit.................. (1,600) 800 (40,000) --
---------- ---------- ---------- ---------
Deferred tax expense (reduction)........... $ 75,000 $(130,000) $(251,900) $ 192,000
========== ========== ========== =========
</TABLE>

As of August 31, 1995, the Company had the following applicable
carryforwards to be applied against future taxable income:

<TABLE>
<CAPTION>
NET OPERATING
LOSS INVESTMENT
EXPIRATION CARRYFORWARD TAX CREDITS
- --------------------------------------------------------------------- ------------- -----------
<S> <C> <C>
1998................................................................. $ -- $ 32,800
1999................................................................. -- 46,400
2000................................................................. -- 19,600
2001................................................................. -- 22,400
2002................................................................. -- 28,000
2003................................................................. -- 97,500
2004................................................................. 114,900 --
2005................................................................. 406,600 --
2006................................................................. 1,387,500 --
2007................................................................. 2,199,900 --
2008................................................................. 486,000 --
2009................................................................. 220,100 --
----------- ---------
Total........................................................... $ 4,815,000 $ 246,700
=========== =========
</TABLE>

The Company also has approximately $40,000 of alternative minimum tax
credits that do not expire.

NOTE 7 -- DEFERRED GAINS

In prior years, the Company sold and subsequently leased back machinery and
equipment. The gain on these assets is being recognized over five years and
seven years, the respective lives of the leases. Gains recognized for each of
the years ended August 31, 1995, 1994 and 1993, amounted to $84,515, $84,515 and
$243,559, respectively. Gains recognized for the nine months ended May 31, 1996
and 1995, amounted to $74,425 and $134,087, respectively.

During the year ended August 31, 1994, the Company restructured three
operating leases. The transaction involved machinery and equipment operating
leases. Machinery and equipment were purchased at

F-12
<PAGE> 46

RIVIERA TOOL COMPANY

NOTES TO FINANCIAL STATEMENTS -- CONTINUED
(INCLUDING DATA APPLICABLE TO UNAUDITED PERIODS)

NOTE 7 -- DEFERRED GAINS -- CONTINUED
$2,611,000 with proceeds from long-term debt totaling $2,584,294. The gain that
had been previously deferred on these assets as a result of a prior
sale/leaseback will continue to be recognized over the remaining lives of the
original lease terms. Gains for each of the years ended August 31, 1995 and
1994, related to these assets, amounted to $64,287 and $48,215 for each of the
nine months ended May 31, 1996 and 1995.

NOTE 8 -- CASH FLOWS

Cash paid or refunded during the years ended August 31, 1995, 1994 and
1993, for interest and income taxes is summarized as follows:

<TABLE>
<CAPTION>
AUGUST 31 MAY 31
------------------------------------ ------------------------
1995 1994 1993 1996 1995
---------- ---------- -------- ---------- ----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Interest paid....................... $1,701,065 $1,361,879 $829,361 $1,187,814 $1,298,544
Income taxes refunded............... -- 20,974 110,000 -- --
</TABLE>

Noncash investing activities for the years ended August 31, 1995, 1994 and
1993, consisted of the acquisition of machinery and equipment and leasehold
improvements of $26,035, $352,884 and $363,784, respectively, through capital
leases. The 1993 noncash investing activity was with a related company having
certain stockholders in common.

NOTE 9 -- OPERATING LEASES

The Company has entered into a noncancellable operating lease agreement for
manufacturing and office facilities with a lease term that expires in October
2009. The agreement provides for annual lease payments plus an escalation of the
base rent of 1 percent in each of the first 10 years and 2 percent in each of
the second 10 years. The Company has an option to renew this lease for two
additional 10-year terms at a rate to be negotiated and has an option to acquire
the facility at fair market value, commencing November 1996. The current annual
rent is $988,239.

Generally accepted accounting principles require that rent expense related
to this type of lease be recognized ratably over the term of the lease. The
difference between the rent payments made and the amount of expense recognized
has been recorded as accrued lease expense (a liability). For the years ended
August 31, 1995, 1994 and 1993, accrued lease expense exceeded cash payments
made by $65,413, $74,761 and $84,106, respectively and $42,049 for the nine
months ended May 31, 1996.

During 1993, the Company subleased a portion of the facility, charging
annual rent payments of $462,012 in accordance with a month-to-month lease
agreement with a related company having certain shareholders in common. The
sublease was discontinued during the year ended August 31, 1994.

On May 25, 1994, the Company entered into a sublease agreement with an
unrelated company. The agreement commenced August 1, 1994, and terminates on
July 31, 1998. The agreement provides for annual lease payments ranging from
$216,000 to $224,724. The agreement also contains two options to renew the lease
for up to five years, with annual lease payments ranging from $231,468 to
$268,332. In addition, the agreement requires the tenant to pay a pro-rata share
(33.7 percent) of the facility's operating costs.

The Company has various operating leases, including the noncancellable
operating lease noted above, for facilities and equipment that expire during the
next 15 years. Rent expense under these leases for the year ended August 31,
1995, 1994 and 1993 amounted to $1,117,023, $1,349,400 and $2,080,768,
respectively and $874,735 and $918,860 for the nine months ended May 31, 1996
and 1995, respectively.

F-13
<PAGE> 47

RIVIERA TOOL COMPANY

NOTES TO FINANCIAL STATEMENTS -- CONTINUED
(INCLUDING DATA APPLICABLE TO UNAUDITED PERIODS)

NOTE 9 -- OPERATING LEASES -- CONTINUED
The following is a schedule of future minimum rent payments and
noncancellable sublease income required under operating leases that have initial
or remaining noncancellable lease terms in excess of one year as of August 31,
1995:

<TABLE>
<CAPTION>
LEASE SUB-LEASE NET LEASE
PAYMENTS RECEIVABLE PAYMENT
----------- ---------- -----------
<S> <C> <C> <C>
1996..................................................... $ 959,227 $ 216,000 $ 743,227
1997..................................................... 1,177,996 220,320 957,676
1998..................................................... 1,048,088 224,724 823,364
1999..................................................... 1,017,048 -- 1,017,048
2000..................................................... 1,034,181 -- 1,034,181
2001 and after........................................... 10,349,587 -- 10,349,587
------------ --------- ------------
Total minimum payments required..................... $15,586,127 $ 661,044 $14,925,083
============ ========= ============
</TABLE>

NOTE 10 -- CAPITAL LEASES

The Company has entered into a number of capital leases. At August 31,
1995, 1994 and 1993, included in machinery and equipment and accumulated
depreciation and amortization are assets with a total cost of $3,065,770,
$3,039,735, $2,741,014 and accumulated amortization of $975,232, $680,184 and
$509,155, respectively, acquired through capital lease transactions. The
following is a schedule of future minimum lease payments under capital leases
together with the present value of the net minimum lease payments as of August
31, 1995, 1994 and 1993:

<TABLE>
<CAPTION>
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
1994..................................................... $ -- $ -- $ 543,398
1995..................................................... -- 851,807 734,716
1996..................................................... 705,210 374,611 253,265
1997..................................................... 302,666 294,152 246,355
1998..................................................... 119,723 104,723 104,723
---------- ---------- ----------
Total minimum lease payments........................... 1,127,599 1,625,293 1,882,457
Less amount representing interest........................ 105,626 191,947 300,882
---------- ---------- ----------
Present value of net minimum lease payments............ 1,021,973 1,433,346 1,581,575
Less amount representing current portion................. 624,561 733,400 403,114
---------- ---------- ----------
Noncurrent portion..................................... $ 397,412 $ 699,946 $1,178,461
========== ========== ==========
</TABLE>

NOTE 11 -- RETIREMENT PLANS

The Company has a profit-sharing plan that covers substantially all
employees. The plan includes a 401(k) deferred-compensation option. The
Company's policy is to fund profit-sharing costs accrued on an annual basis. The
plan, as established, allows for discretionary contributions as determined
annually by the Company's Board of Directors. No discretionary contribution was
made for the years ended August 31, 1995, 1994 and 1993.

The Company also matches and contributes up to 15 percent of the employees'
contributions, up to 2% of the employee's annual wage, to the 401(k)
deferred-compensation plan. The Company's contributions to the

F-14
<PAGE> 48

RIVIERA TOOL COMPANY

NOTES TO FINANCIAL STATEMENTS -- CONTINUED
(INCLUDING DATA APPLICABLE TO UNAUDITED PERIODS)

NOTE 11 -- RETIREMENT PLANS -- CONTINUED
plan for the years ended August 31, 1995, 1994 and 1993, amounted to $92,575,
$84,887 and $47,714, respectively, and $58,159 and $75,230 for the nine months
ended May 31, 1996 and 1995, respectively.

The plan owns 100 percent of the Company's preferred stock.

NOTE 12 -- RELATED-PARTY TRANSACTIONS

The Company had a contract with a corporation that owns 50 percent of the
Company's common stock. The contract related to the performance of engineering
services and construction of dies to be purchased by the stockholder
corporation. The contract provided that the stockholder corporation was required
to purchase not less than 155,000 hours of work, as defined by the contract, or,
if less, 85 percent of its entire domestic consumption. In the event the total
hours of work were less than the required amount, the stockholder corporation
paid a fee, based on a formula, to the Company. The contract terminated in
December 1998, with two five-year options for renewal by the stockholder
corporation. Under the plan of merger between Riviera Die and Tool, Inc and
Riviera Tool Company dated October 14, 1996, and related shareholders agreement,
such contract was terminated effective December 31, 1995 and no such fees were
received thereafter. Sales to the stockholder corporation for the years ended
August 31, 1995, 1994 and 1993, amounted to $2,794,829, $2,538,919 and
$2,678,754, respectively, and $1,426,567 and $1,722,287 for the nine months
ended May 31, 1996 and 1995, respectively.

NOTE 13 -- REDEEMABLE PREFERRED STOCK

The Company has issued and outstanding 1,425 shares of mandatory redeemable
preferred stock. The stock bears an $8 per year cumulative dividend preference
over common stock of the Company. All outstanding shares of this stock are owned
by the Company's retirement plan. According to the terms of the redemption
agreement, 475 shares of the stock must be redeemed at $100 per share, plus
unpaid dividends on July 31, 1995, 1996, and 1997. The July 1995 redemption,
however, had not occurred at August 31, 1995.

The carrying amount of the preferred stock is being increased by periodic
accretions, using the interest method, so that the carrying amount will equal
the mandatory redemption amount on the redemption date. The carrying amount is
also being increased by unpaid dividends. Increases in the preferred stock are
being effected by charges against retained earnings. The following schedule
summarizes activity in the preferred stock:

<TABLE>
<CAPTION>
AUGUST 31
-------------------------------
1995 1994 1993
-------- -------- -------
<S> <C> <C> <C>
Beginning balance.............................................. $109,249 $ 79,613 $54,408
Accretion...................................................... 24,088 18,236 13,805
Cumulative dividend preference................................. 11,400 11,400 11,400
Dividends paid................................................. (34,200) -- --
-------- -------- -------
Ending balance............................................ $110,537 $109,249 $79,613
======== ======== =======
</TABLE>

F-15
<PAGE> 49

RIVIERA TOOL COMPANY

NOTES TO FINANCIAL STATEMENTS -- CONTINUED
(INCLUDING DATA APPLICABLE TO UNAUDITED PERIODS)

NOTE 14 -- PREFERRED STOCK

As a result of the merger noted in Note 18, two classes of preferred stock
were created. The two classes are as follows:

Redeemable preferred stock -- $5 par value, authorized 1,425 shares, 1,425
shares issued and outstanding.

The Company also has authorized 200,000 shares of nonredeemable, no-par
preferred stock. There are no shares issued and outstanding.

NOTE 15 -- LEGAL PROCEEDINGS AND CLAIMS

The Company is a plaintiff and counter-defendant in an action against two
individuals and a corporation, with the owners of the Company and a related
corporation affiliated through common ownership as co-plaintiffs, filed July 22,
1994. In July 1992, the Company contributed machinery, equipment, inventory,
work in process and receivables that were related to the business of building
plastic injection molds to a joint venture that then operated as a mold builder
and injection molder. The Company contributed assets valued at $5.4 million,
assigned debts in the amount of $3.7 million, and received $1.7 million of
preferred stock in the new entity. Defendants in this action contributed all of
the stock of a mold builder then known as Leap Technologies, Inc. In November
1993, the joint venture was liquidated, and the Company's preferred stock in the
entity was written off as were receivables from Leap Technologies, Inc., of
$559,653. These write-offs were reflected in the financial statements for the
year ended August 31, 1993. The Company alleges that the status of the business
contributed by the defendants was fraudulently represented, and the defendants
are, therefore, liable to the Company for all losses sustained as a result of
the failure of the venture. The Company is asking for the return of its
investment plus additional damages it incurred in the process of liquidating the
venture. One defendant has counterclaimed for breach of representations by the
Company without specifying any amount of damages. The Company is not currently
involved in other legal proceedings other than ordinary and routine proceedings
incidental to its operations. In the opinion of management, no existing
proceedings, including the matter involving Leap Technologies, Inc., would have
a material adverse effect on the Company if determined against the Company.

NOTE 16 -- OTHER NONOPERATING EXPENSE

YEAR ENDED AUGUST 31, 1993:

In July of 1992, the Company contributed machinery, equipment, inventory,
work-in-process and receivables related to the business of building plastic
injection molds to a joint venture that then became known as Leap Technologies,
Inc. The Company contributed assets valued at $5.4 million and Leap
Technologies, Inc. assumed debts in the amount of $3.7 million, and the Company
received $1.7 million of preferred stock. In the year ended August 31, 1993,
Leap Technologies, Inc. was liquidated and the Company wrote-off its preferred
stock in Leap Technologies, Inc. ($1,687,000) and accounts receivable from the
related company ($560,000).

YEAR ENDED AUGUST 31, 1994:

The Company formally subleased a portion of the facility, charging annual
rent payments of $462,012 in accordance with a month-to-month lease agreement
with a related company having some shareholders in common. During the year ended
August 31, 1994, the sublease was discontinued and no sublease revenue was
received. As a result of the discontinuance of the sublease, the Company was
unable to recover $532,242 of rent and related expenses, which has been charged
to other expense in 1994.

F-16
<PAGE> 50

RIVIERA TOOL COMPANY

NOTES TO FINANCIAL STATEMENTS -- CONTINUED
(INCLUDING DATA APPLICABLE TO UNAUDITED PERIODS)

NOTE 17 -- FAIR VALUE OF FINANCIAL INSTRUMENTS

The following table presents the carrying amounts and estimated fair values
of the Company's financial instruments at August 31, 1995:

<TABLE>
<CAPTION>
ESTIMATED
CARRYING FAIR
AMOUNT VALUE
---------- ----------
<S> <C> <C>
FINANCIAL ASSETS
Cash............................................................... $ 3,188 $ 3,188
Accounts receivable -- Trade and related party..................... 5,544,411 5,544,411
Costs and estimated gross profit in excess of billings on contracts
in process...................................................... 3,279,489 3,279,489
FINANCIAL LIABILITIES
Accounts payable................................................... 3,953,522 3,953,522
Notes payable...................................................... 6,866,170 6,866,170
Long-term debt..................................................... 3,064,662 2,967,775
</TABLE>

Notes Payable -- The estimated fair value of the Company's notes payable
approximates its carrying amount because the interest rate fluctuates with
market rates.

Long-Term Debt -- The estimated fair value of the Company's long-term debt
is calculated based on expected cash flows discounted using interest rates
currently available for debt with similar terms and remaining maturities.

Short-Term Financial Instruments -- The fair value of short-term financial
instruments, including cash, trade accounts receivable and payable, and costs
and earnings in excess of billings on uncompleted contracts, approximates their
carrying amounts in the financial statements due to the short maturity of such
instruments.

NOTE 18 -- SUBSEQUENT EVENTS

Subsequent to August 31, 1995, the Company executed an agreement and plan
of merger. Under the provisions of the agreement, Riviera Die and Tool, Inc.,
merged with and into Riviera Tool Company, the owner of 100% of its common
stock, as the survivor corporation. Concurrently with such merger, the By-Laws
and Articles of Incorporation have been amended. The merger has no effect on the
balance sheet, statement of operations, statement of common stockholders' equity
or cash flows. The stockholders' equity section of this report reflects the
impact of this merger on authorized, issued and outstanding shares of stock.

F-17
<PAGE> 51

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

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY UNDERWRITER.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY THE NOTES BY ANYONE IN ANY JURISDICTION IN WHICH THE PERSON MAKING
THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE HEREOF.
------------------

TABLE ON CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary..................... 3
Risk Factors........................... 6
Use of Proceeds........................ 8
Dilution............................... 9
Dividend Policy........................ 9
Capitalization......................... 10
Selected Financial Data................ 11
Management's Discussion and Analysis of
Financial Condition and Results of
Operations........................... 12
Business............................... 15
Management............................. 20
Principal Shareholders................. 25
Description of Capital Stock........... 27
Shares Eligible for Future Sale........ 29
Underwriting........................... 30
Legal Matters.......................... 31
Experts................................ 31
Additional Information................. 31
Index to Financial Statements.......... F-1
</TABLE>

UNTIL , 1996 (25 DAYS AFTER THE DATE OF THIS PROSPECTUS) ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK OF THE COMPANY, WHETHER OR
NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN
ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

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

RIVIERA LOGO

RIVIERA TOOL COMPANY

1,100,000 SHARES
COMMON STOCK
---------------------------
PROSPECTUS
---------------------------
NATIONAL SECURITIES CORPORATION
OCTOBER , 1996

- ------------------------------------------------------
- ------------------------------------------------------
<PAGE> 52

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following is a list of the estimated expenses to be incurred by the
Registrant in connection with the issuance and distribution of the shares of
Common Stock being registered hereby, other than underwriting discounts and
commissions.

<TABLE>
<CAPTION>
ITEM
----
<S> <C>
Securities and Exchange Commission Registration Fee................ $ 3,387
National Association of Securities Dealers, Inc. Filing Fee........ 11,325
Printing Expenses*................................................. 60,000
Transfer Agent and Registrar Fees*................................. 3,500
Accounting Fees and Expenses*...................................... 64,000
Legal Fees and Expenses* (not including Blue Sky).................. 75,000
Blue Sky Fees and Expenses......................................... 14,125
Miscellaneous Expenses*............................................ 50,000
--------
Total*........................................................ $281,337
========
</TABLE>

--------------------------------
* To be supplied by amendment

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Sections 561 through 571 of Michigan Business Corporation Act set forth the
conditions and limitations governing the indemnification of officers, directors
and other persons.

References made to Article IX of the Registrant's Articles of
Incorporation, a copy of which is filed as Exhibit 3(a), and to Article VI of
the Registrant's Bylaws, a copy of which is filed as Exhibit 3(b), which provide
for indemnification of directors and officers of the Registrant and authorize
the Board to extend such indemnity to others to the full extent permitted by the
aforesaid Sections of the Michigan Business Corporation Act.

Section 9 of Article VI of the Bylaws also authorizes the Registrant to
purchase and maintain insurance on behalf of any officer, director, employee or
agent of the Company against any liability asserted against or incurred by them
in such capacity or arising out of their status as such whether or not
Registrant would have the power to indemnify such officer, director, employee or
agent of the Company against any liability under the provisions of such Article
or Michigan law.

Reference is made to Section of the Underwriting Agreement, a copy of which
is filed as part of Exhibit 1 to the Registration Statement, for information
concerning indemnification arrangements among the Registrant and the
Underwriters.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

No securities of the Registrant have been issued or sold by the Registrant
within the past three years.

II-1
<PAGE> 53

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits. The following exhibits are files herewith and made a part hereof:

<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION OF DOCUMENT
- --- ------------------------------------------------------------------------------------
<C> <S>
1 Proposed form of Underwriting Agreement.
3(a) Amended and Restated Articles of Incorporation of the Registrant.
3(b) Bylaws of the Registrant.
4(a) Specimen Common Stock of Registrant.
4(b) Form of Representative's Warrant Agreement, including form of Warrant (to be
supplied by Amendment).
5 Opinion and consent of Dickinson, Wright, Moon, Van Dusen & Freeman as to the
legality of the Common Stock being Registered (to be filed by amendment).
9 Shareholder Agreement and related Stock Option Agreement between Riviera Holding
Company and Motor Wheel Corporation (to be supplied by Amendment).
10(a) 1996 Incentive Stock Option Plan of Registrant.
10(b) Employment Agreement of Kenneth K. Rieth.
10(c) Promissory Note dated March 31, 1994 between Registrant and Heller Financial, Inc.
covering various manufacturing machinery and equipment.
10(d) Promissory Note dated April 1, 1994 between Registrant and Banc One Equipment
Finance, Inc. covering various manufacturing machinery and equipment.
10(e) Lease Agreement dated November 1, 1988 between Registrant and Greenbrook Limited
Partners/Riviera regarding industrial facilities at 5460 Executive Parkway SE, Grand
Rapids, Michigan.
10(f) Proposal from LaSalle National Bank.
10(g) (NBD Bank Credit Agreement -- to be supplied by Amendment)
23(a) Consent of Plante & Moran LLP (contained at page S-1 of this Registration
Statement).
23(b) Consent of Dickinson, Wright, Moon, Van Dusen & Freeman (contained in the opinion of
such firm filed as Exhibit 5 hereto).
24(a) Power of Attorney (contained on Page II-5, the signature page)
24(b) Consent of Director Nominees
27 Financial Data Schedule
(b) Financial Statement Schedules
V -- Property, Plant and Equipment.
VI -- Accumulated Depreciation, Depletion and Amortization of Property, Plant and
Equipment.
IX -- Short-term Borrowings.
X -- Supplementary Income Statement Information.
</TABLE>

ITEM 17. UNDERTAKINGS.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended (the "Act") may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to the Michigan Business
Corporation Act and the documents referred to in Item 14 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
Act and is, therefore, unenforceable. In the event that a claim for

II-2
<PAGE> 54

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 Act and will
be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which it offers or sells securities,
a post-effective amendment to this Registration Statement to:

(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) Reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or together,
represent a fundamental change in the information set forth in the
Registration Statement; and

(iii) Include any additional or changed material information on the
plan of distribution.

(2) That, for determining liability under the Securities Act, treat
each as a new registration statement of the securities offered, and the
offering of the securities at that time to be the initial bona fide
offering.

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

(4) To provide to the Underwriters at the closing specified in the
Underwriting Agreement certificates in such denominations and registered in
such names as required by the Underwriters to permit prompt delivery to
each purchaser.

(5) That for purposes of determining any liability under the Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in the 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 a part of this
Registration Statement as of the time it was declared effective.

(6) That for purposes of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus 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.

(7) That 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
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.

(8) The undersigned registrant hereby undertakes to provide to the
underwriter at the closing specified in the underwriting agreements
certificates in such denominations and registered in such names as required
by the underwriter to permit prompt delivery to each purchaser.

II-3
<PAGE> 55

INDEPENDENT AUDITORS' CONSENT AND REPORT OF SCHEDULES

Riviera Tool Company:

We consent to the use in this Registration Statement on Form S-1 of Riviera
Tool Company of our report dated October 14, 1996, appearing in the Prospectus,
which is a part of this Registration Statement, and to the references to us
under the headings "Selected Financial Data" and "Experts" in such Prospectus.

Our audits of the Financial statements referred to in our aforementioned
report also included the financial statements schedules of Riviera Tool Company.
These financial statement schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion based upon our audits.
In our opinion, such financial statement schedules, when considered in relation
to the basic financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.

PLANTE & MORAN

Grand Rapids, Michigan
October 14, 1996

II-4
<PAGE> 56

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Grand Rapids, Michigan
and State of Michigan on the 14th day of October, 1996.

RIVIERA TOOL COMPANY

By: /s/ KENNETH K. RIETH
------------------------------------
Kenneth K. Rieth, President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below, constitutes and appoints Kenneth K. Rieth, Peter C. Canepa, and Stuart F.
Cheney, or any one of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration
Statement, including post effective amendments, and any related Registration
Statement filed pursuant to Rule 462(b) of the rules adopted by the Securities
and Exchange Commission under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorneys-in-fact and agents, or any one of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and conforming all that such
attorneys-in-fact and agents or any one of them, 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, this
Registration statement has been signed by the following persons in the
capacities and on the 14th day of October, 1996.

<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ---------------------------------------------
<S> <C>
/s/ KENNETH K. RIETH President (Principal Executive Officer)
- --------------------------------------------- Shareholder and Director
Kenneth K. Rieth

/s/ PETER C. CANEPA Secretary, Treasurer, and Chief Financial
- --------------------------------------------- Officer (Principal Financial Officer and
Peter C. Canepa Principal Accounting Officer)

/s/ LEONARD H. WOOD Vice President-General Manager and Director
- ---------------------------------------------
Leonard H. Wood

/s/ JOHN C. KENNEDY Director
- ---------------------------------------------
John C. Kennedy

/s/ JOHN H. KINSTLER Director
- ---------------------------------------------
John H. Kinstler

/s/ THOMAS R. COLLINS Director
- ---------------------------------------------
Thomas R. Collins
</TABLE>

II-5
<PAGE> 57

SCHEDULE V

PROPERTY, PLANT AND EQUIPMENT

<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D COL. E COL. F
- ----------------------------------- ----------- ---------- ---------- -------------- ------------

BALANCE OTHER CHANGES- BALANCES AT
BEGINNING ADDITIONS ADD (DEDUCT)- END OF
DESCRIPTION OF PERIOD AT COST RETIREMENT DESCRIBE PERIOD
- ----------------------------------- ----------- ---------- ---------- -------------- -----------
<S> <C> <C> <C> <C> <C>
1993
Land and leasehold
improvements.................. $ 1,108,432 $ 327,526 $ -- $ -- $ 1,435,958
Office furniture and fixtures.... 430,248 913 -- -- 431,161
Machinery and equipment.......... 12,533,276 669,876 -- -- 13,203,152
Transportation................... 91,218 -- 21,338 -- 69,880
----------- ---------- ---------- --- -----------
Totals........................ $14,163,174 $ 998,315 $ 21,338 $ -- $15,140,451
=========== ========== ========== === ===========
1994
Land and leasehold
improvements.................. $ 1,435,958 $ 5,443 $ -- $ -- $ 1,441,401
Office furniture and fixtures.... 431,161 105,212 -- -- 536,373
Machinery and equipment.......... 13,203,152 3,084,905 53,200 -- 16,234,857
Transportation................... 69,880 16,268 -- -- 86,148
----------- ---------- ---------- --- -----------
Totals........................ $15,140,151 $3,211,828 $ 53,200 $ -- $18,298,779
=========== ========== ========== === ===========
1995
Land and leasehold
improvements.................. $ 1,441,401 $ 65,201 $ 4,978 $ -- $ 1,501,624
Office furniture and fixtures.... 536,373 16,349 263,580 -- 289,142
Machinery and equipment.......... 16,234,857 483,314 995,774 -- 15,722,397
Transportation................... 86,148 30,469 37,736 -- 78,881
----------- ---------- ---------- --- -----------
Totals........................ $18,298,779 $ 595,333 $1,302,068 $ -- $17,592,044
=========== ========== ========== === ===========
</TABLE>

Depreciation is computed using the straight-line method over the estimated
useful lives of the assets as follows:

<TABLE>
<S> <C>
Land and leasehold improvements......................... 15 years
Office furniture and fixtures........................... 7 years
Machinery and equipment................................. 10-20 years
Transportation.......................................... 5 years
</TABLE>

S-2
<PAGE> 58

SCHEDULE VI

ACCUMULATED DEPRECIATION, DEPLETION, AND AMORTIZATION OF PROPERTY, PLANT AND
EQUIPMENT

<TABLE>
<CAPTION>
COL. A COL. B COL. C COL. D COL. E COL. F
- ---------------------------------- ---------- ---------------- ---------- -------------- ----------

BALANCE
BEGINNING ADDITIONS OTHER CHANGES- BALANCE
OF CHARGED TO COSTS ADD (DEDUCT) AT END OF
DESCRIPTION PERIOD AND EXPENSES RETIREMENT DESCRIBE PERIOD
- ---------------------------------- ---------- ---------------- ---------- -------------- ----------
<S> <C> <C> <C> <C> <C>
1993
Land and leasehold
improvements................. $ 168,676 $ 111,838 $ -- $ -- $ 280,514
Office furniture and fixtures... 368,651 20,797 -- -- 389,448
Machinery and equipment......... 3,942,410 802,568 -- -- 4,744,978
Transportation.................. 74,501 5,768 16,004 -- 64,265
---------- ---------- ---------- --- ----------
Totals....................... $4,554,238 $ 940,971 $ 16,004 $ -- $5,479,205
========== ========== ========== === ==========
1994
Land and leasehold
improvements................. $ 280,514 $ 157,832 $ -- $ -- $ 438,346
Office furniture and fixtures... 389,448 25,130 -- -- 414,578
Machinery and equipment......... 4,744,978 975,163 7,093 -- 5,713,048
Transportation.................. 64,265 3,660 -- -- 67,925
---------- ---------- ---------- --- ----------
Totals....................... $5,479,205 $1,161,785 $ 7,093 $ -- $6,633,897
========== ========== ========== === ==========
1995
Land and leasehold
improvements................. $ 438,346 $ 125,688 $ 4,977 $ -- $ 559,057
Office furniture and fixtures... 414,578 27,519 263,580 -- 178,517
Machinery and equipment......... 5,713,048 1,087,276 888,555 -- 5,911,769
Transportation.................. 67,925 6,413 37,736 -- 36,602
---------- ---------- ---------- --- ----------
Totals....................... $6,633,897 $1,246,896 $1,194,848 $ -- $6,685,945
========== ========== ========== === ==========
</TABLE>

S-3
<PAGE> 59

SCHEDULE IX

SHORT-TERM BORROWINGS

COL. A COL. B COL. C COL. D COL. E COL. F
- ------------------------- ----------- ------------- --------------- ------------------ ----------------
CATEGORY BALANCE WEIGHTED MAXIMUM AMOUNT AVERAGE AMOUNT WEIGHTED AVERAGE
OF AT END AVERAGE OUTSTANDING OUTSTANDING INTEREST RATE
AGGREGATE OF INTEREST DURING THE DURING DURING THE
SHORT-TERM BORROWINGS PERIOD RATE PERIOD THE PERIOD(1) PERIOD(1)
- ------------------------ ----------- ------------- --------------- -------------------- ----------------
<S> <C> <C> <C> <C> <C>
Amounts payable to banks
for borrowings
1993............... $11,061,236 9.40% $ 7,595,977 $ 6,257,399 9.44%
1994............... 12,968,467 9.71 13,467,407 9,142,077 9.92
1995............... 9,122,360 10.84 12,010,593 10,707,897 10.95
</TABLE>

- -------------------------
(1) Based on the average amount outstanding during the year and the interest
rate each month end.

S-4
<PAGE> 60

SCHEDULE X

SUPPLEMENTARY INCOME STATEMENT INFORMATION

COL. A COL. E
- ----------------------------------------------------------- -----------------------------------
ITEM 1993 1994 1995
- ----------------------------------------------------------- -------- ---------- ----------
<S> <C> <C> <C>
Maintenance and repairs.................................... $117,744 $ 212,412 $ 220,984
Depreciation and amortization.............................. 993,394 1,213,516 1,438,403
Property tax............................................... 219,226 221,832 266,689
Advertising................................................ 3,846 2,807 3,231
</TABLE>

S-5
<PAGE> 61

EXHIBIT INDEX

<PAGE> 1
EXHIBIT 1

DRAFT: 6/25/96

____________________ SHARES OF COMMON STOCK

RIVIERA TOOL COMPANY

UNDERWRITING AGREEMENT

Grand Rapids, Michigan
July ________, 1996

National Securities Corporation
As Representative of the Several Underwriters
1001 Fourth Avenue, Suite 2200
Seattle, Washington 98154

Ladies and Gentlemen:

Riviera Tool Company, a Michigan corporation (the
"Company"), hereby agrees with National Securities Corporation ("National") and
each of the underwriters named in Schedule A hereto (collectively, the
"Underwriters," which term shall also include any underwriter substituted as
hereinafter provided in Section 11), for whom National is acting as
representative (in such capacity, National shall hereinafter be referred to as
"you" or the "Representative") with respect to the sale by the Company and the
purchase by the Underwriters, acting severally and not jointly, of the
respective amount of shares set forth in said Schedule A of the Company's
common stock, no par value (the "Common Stock") which aggregate to
_______________ shares (the "Shares"). Upon your request, as provided in
Section 2(b) of this Agreement, the Company shall also issue and sell to the
Underwriters, acting severally and not jointly, up to an additional aggregate
of ______________ shares of Common Stock for the purpose of covering
over-allotments, if any. Such shares of Common Stock are hereinafter referred
to as the "Option Shares." The Company also proposes to issue and sell to you
warrants (the "Representative's Warrants") pursuant to the Representative's
Warrant Agreement (the "Representative's Warrant Agreement") for the purchase
of an additional 110,000 shares of Common Stock. The shares of Common Stock
issuable upon exercise of the Representative's Warrants are hereinafter
referred to as the "Representative's Shares." The Shares, Option Shares, the
Representative's Warrants, and the Representative's Shares are more fully
described in the Registration Statement and the Prospectus referred to below.

1. Representations and Warranties of the Company. The
Company represents and warrants to, and agrees with, each of the Underwriters
as of the date hereof, and as of the Closing Date and the Option Closing Date,
if any, as follows:
<PAGE> 2

(a) The Company has prepared and filed with the
Securities and Exchange Commission (the "Commission") a registration statement,
and an amendment or amendments thereto, on Form 1 (No. 333-_______________),
including any related preliminary prospectus (the "Preliminary Prospectus"),
for the registration of the Shares, the Option Shares, the Representative's
Warrants, and the Representative's Shares (collectively, hereinafter referred
to as the "Registered Securities") under the Securities Act of 1933, as amended
(the "Act"), which registration statement and amendment or amendments have been
prepared by the Company in conformity with the requirements of the Act, and the
Regulations (as defined below) of the Commission under the Act. The Company
will not file any other amendment thereto to which the Underwriters shall have
objected in writing after having been furnished with a copy thereof. Except as
the context may otherwise require, such registration statement, as amended, on
file with the Commission at the time the registration statement becomes
effective (including the prospectus, financial statements, schedules, exhibits
and all other documents filed as a part thereof or incorporated therein and all
information deemed to be a part thereof as of such time pursuant to paragraph
(b) of Rule 430(A) of the Regulations), is hereinafter called the "Registration
Statement," and the form of prospectus in the form first filed with the
Commission pursuant to Rule 424(b) of the Regulations, is hereinafter called
the "Prospectus." For purposes hereof, "Regulations" mean the rules and
regulations adopted by the Commission under either the Act or the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), as applicable.

(b) Neither the Commission nor any state regulatory
authority has issued any order preventing or suspending the use of any
Preliminary Prospectus, the Registration Statement or the Prospectus and no
proceedings for a stop order suspending the effectiveness of the Registration
Statement have been instituted, or, to the Company's knowledge, are threatened.
Each of the Preliminary Prospectus, the Registration Statement and the
Prospectus at the time of filing thereof conformed in all material respects
with the requirements of the Act and Regulations, and none of the Preliminary
Prospectus, the Registration Statement or the Prospectus at the time of filing
thereof contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein and necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading, except that this representation and warranty does not apply to
statements made in reliance upon and in conformity with written information
furnished to the Company with respect to the Underwriters by or on behalf of
the Underwriters expressly for use in such Preliminary Prospectus, Registration
Statement or Prospectus.

(c) When the Registration Statement becomes effective
and at all times subsequent thereto up to the Closing Date (as defined in
Section 2(c) hereof) and each Option Closing Date (as defined in Section 2(b)
hereof), if any, and during such longer period as the Prospectus may be
required to be delivered in connection with sales by the Underwriters or a
dealer, the Registration Statement and the Prospectus, as amended or
supplemented as required, will contain all statements which are required to be
stated therein in accordance with the Act and the Regulations, and will conform
in all material respects to the requirements of the Act and the Regulations;
neither the Registration Statement nor the Prospectus, nor any amendment or

-2-

<PAGE> 3

supplement thereto, will contain any untrue statement of a material fact or
omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they
were made, not misleading, provided, however, that this representation and
warranty does not apply to statements made or statements omitted in reliance
upon and in conformity with information furnished to the Company in writing by
or on behalf of any Underwriter expressly for use in the Registration Statement
or the Prospectus or any amendment thereof or supplement thereto.

(d) The Company and each of its subsidiaries have been
duly organized and are validly existing as corporations in good standing under
the laws of the respective states of their incorporation. The Company does not
own or control, directly or indirectly, any corporation, partnership, trust,
joint venture or other business entity other than the subsidiaries listed in
Exhibit 21 of the Registration Statement. Each of the Company and its
subsidiaries is duly qualified and licensed and in good standing as a foreign
corporation in each jurisdiction in which its ownership or leasing of any
properties or the character of its operations require such qualification or
licensing. Each of the Company and its subsidiaries has all requisite power
and authority (corporate and other), and has obtained any and all necessary
authorizations, approvals, orders, licenses, certificates, franchises and
permits of and from all governmental or regulatory officials and bodies
(including, without limitation, those having jurisdiction over environmental or
similar matters), to own or lease its properties and conduct its business as
described in the Prospectus; the Company and each of its subsidiaries have been
doing business in compliance with all such authorizations, approvals, orders,
licenses, certificates, franchises and permits and all federal, state, local
and foreign laws, rules and regulations; and neither the Company nor any of its
subsidiaries have received any notice of proceedings relating to the revocation
or modification of any such authorization, approval, order, license,
certificate, franchise, or permit which, singly or in the aggregate, if the
subject of an unfavorable decision, ruling or finding, would materially and
adversely affect the condition, financial or otherwise, or the business
affairs, operations, properties, or results of operations of the Company and
its subsidiaries, taken as a whole. The disclosures in the Registration
Statement concerning the effects of federal, state, local, and foreign laws,
rules and regulations on the Company's business as currently conducted and as
contemplated are correct in all material respects and do not omit to state a
material fact necessary to make the statements contained therein not misleading
in light of the circumstances in which they were made.

(e) The Company has a duly authorized, issued and
outstanding capitalization as set forth in the Prospectus under the headings
"Capitalization" and "Description of Capital Stock" and will have the adjusted
capitalization set forth therein on the Closing Date and the Option Closing
Date, if any, based upon the assumptions set forth therein, and the Company is
not a party to or bound by any instrument, agreement or other arrangement
providing for it to issue any capital stock, rights, warrants, options or other
securities, except for this Agreement and as described in the Prospectus. The
Registered Securities and all other securities issued or issuable by the
Company conform or, when issued and paid for, will conform, in all material
respects to all statements with respect thereto contained in the Registration
Statement and the Prospectus. All issued and outstanding shares of capital
stock of each subsidiary of the

-3-
<PAGE> 4

Company have been duly authorized and validly issued and are fully paid and
nonassessable. Except as disclosed in or contemplated by the Prospectus and
the financial statements of the Company and the related notes thereto included
in the Prospectus, neither the Company nor any subsidiary has outstanding any
options to purchase, or any preemptive rights or other rights to subscribe for
or to purchase, any securities or obligations convertible into, or any
contracts or commitments to issue or sell, shares of its capital stock or any
such options, rights, convertible securities or obligations. The description
of the Company's stock option, stock bonus and other stock plans or
arrangements and the options or other rights granted and exercised thereunder
as set forth in the Prospectus conforms in all material respects with the
requirements of the Act. All issued and outstanding securities of the Company
have been duly authorized and validly issued and are fully paid and
nonassessable, and the holders thereof have no rights of rescission with
respect thereto and are not subject to personal liability by reason of being
such holders; and none of such securities were issued in violation of the
preemptive rights of any holders of any security of the Company or similar
contractual rights granted by the Company.

(f) The Registered Securities are not and will not be
subject to any preemptive or other similar rights of any stockholder, have been
duly authorized and, when issued, paid for and delivered in accordance with the
terms hereof, will be validly issued, fully paid and nonassessable and will
conform in all material respects to the description thereof contained in the
Prospectus; the holders thereof will not be subject to any liability solely as
such holders; all corporate action required to be taken for the authorization,
issue and sale of the Registered Securities has been duly and validly taken;
and the certificates representing the Registered Securities will be in due and
proper form. Upon the issuance and delivery pursuant to the terms hereof of
the Registered Securities to be sold by the Company hereunder, the Underwriters
or the Representative, as the case may be, will acquire good and marketable
title to such Registered Securities free and clear of any lien, charge, claim,
encumbrance, pledge, security interest, defect, or other restriction or equity
of any kind whatsoever. No stockholder of the Company has any right which has
not been waived in writing to require the Company to register the sale of any
shares owned by such stockholder under the Act in the public offering
contemplated by this Agreement. No further approval or authority of the
stockholders or the Board of Directors of the Company will be required for the
issuance and sale of the Shares, the Option Shares and the Representative's
Warrants to be sold by the Company as contemplated herein.

(g) The financial statements of the Company, together
with the related notes and schedules thereto, included in the Registration
Statement, each Preliminary Prospectus and the Prospectus fairly present the
financial position, changes in stockholders' equity and the results of
operations of the Company at the respective dates and for the respective
periods to which they apply and such financial statements have been prepared in
conformity with generally accepted accounting principles and the Regulations,
consistently applied throughout the periods involved. There has been no
material adverse change or development involving a material prospective change
in the condition, financial or otherwise, or in the business, affairs,
operations, properties, or results of operation of the Company and its
subsidiaries taken as a whole whether or not arising in the ordinary course of
business since the date of the financial

-4-
<PAGE> 5

statements included in the Registration Statement and the Prospectus and the
outstanding debt, the property, both tangible and intangible, and the business
of the Company and its subsidiaries taken as a whole conform in all material
respects to the descriptions thereof contained in the Registration Statement
and the Prospectus. Financial information set forth in the Prospectus under
the headings "Prospectus Summary - Selected Financial Data," "Capitalization,"
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations," fairly present, on the basis stated in the Prospectus, the
information set forth therein and have been derived from or compiled on a basis
consistent with that of the audited financial statements included in the
Prospectus.

(h) The Company (i) has paid all federal, state, local,
franchise, and foreign taxes for which it is liable, including, but not limited
to, withholding taxes and amounts payable under Chapters 21 through 24 of the
Internal Revenue Code of 1986, as amended (the "Code"), and has furnished all
information returns it is required to furnish pursuant to the Code, (ii) has
established adequate reserves for such taxes which are not due and payable, and
(iii) does not have any tax deficiency or claims outstanding, proposed or
assessed against it.

(i) No transfer tax, stamp duty or other similar tax is
payable by or on behalf of the Underwriters in connection with (i) the issuance
by the Company of the Registered Securities, (ii) the purchase by the
Underwriters of the Registered Securities from the Company and the purchase by
the Representative of the Representative's Warrants from the Company, (iii) the
consummation by the Company of any of its obligations under this Agreement, or
(iv) resales of the Registered Securities in connection with the distribution
contemplated hereby.

(j) There is no action, suit, proceeding, inquiry,
arbitration, mediation, investigation, litigation or governmental proceeding
(including, without limitation, those having jurisdiction over environmental or
similar matters), domestic or foreign, pending or threatened against (or
circumstances that may give rise to the same), or involving the properties or
businesses of, the Company which (i) questions the validity of the capital
stock of the Company, this Agreement or the Representative's Warrant Agreement,
or of any action taken or to be taken by the Company pursuant to or in
connection with this Agreement or the Representative's Warrant Agreement, (ii)
is required to be disclosed in the Registration Statement which is not so
disclosed (and such proceedings as are summarized in the Registration Statement
are accurately summarized in all material respects), or (iii) might materially
and adversely affect the condition, financial or otherwise, or the business,
affairs, position, stockholders' equity, operation, properties, or results of
operations of the Company and its subsidiaries taken as a whole.

(k) The Company has the corporate power and authority to
authorize, issue, deliver, and sell the Registered Securities and to enter into
this Agreement and the Representative's Warrant Agreement, and to consummate
the transactions provided for in such agreements; and this Agreement and the
Representative's Warrant Agreement have each been duly and properly authorized,
executed, and delivered by the Company. Each of this Agreement and the
Representative's Warrant Agreement constitutes a legal, valid and binding
obligation of

-5-
<PAGE> 6

the Company enforceable against the Company in accordance with its respective
terms (except as the enforceability thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws of general
application relating to or affecting enforcement of creditors' rights and the
application of equitable principles in any action, legal or equitable, and
except as rights to indemnity or contribution may be limited by applicable
law), and none of the issue and sale of the Registered Securities, execution by
the Company, delivery or performance of this Agreement and the Representative's
Warrant Agreement, the consummation by the Company of the transactions
contemplated herein and therein, or the conduct of the Company's businesses as
described in the Registration Statement, the Prospectus, and any amendments or
supplements thereto, conflicts with or will conflict with or results or will
result in any breach or violation of any of the terms or provisions of, or
constitutes or will constitute a default under, or result in the creation or
imposition of any lien, charge, claim, encumbrance, pledge, security interest,
defect or other restriction or equity of any kind whatsoever upon, any property
or assets (tangible or intangible) of the Company pursuant to the terms of (i)
the articles of incorporation or by-laws of the Company, as amended and
restated, (ii) any license, contract, indenture, mortgage, deed of trust,
voting trust agreement, stockholders agreement, note, loan or credit agreement
or any other agreement or instrument to which the Company is a party or by
which it is or may be bound or to which its properties or assets (tangible or
intangible) is or may be subject, or any indebtedness, or (iii) any statute,
judgment, decree, order, rule or regulation applicable to the Company of any
arbitrator, court, regulatory body or administrative agency or other
governmental agency or body (including, without limitation, those having
jurisdiction over environmental or similar matters), domestic or foreign,
having jurisdiction over the Company of any of their activities or properties.

(l) No consent, approval, authorization or order of, and
no filing with, any court, regulatory body, government agency or other body,
domestic or foreign, is required for the issuance of the Registered Securities
pursuant to the Prospectus and the Registration Statement, the performance of
this Agreement, the Representative's Warrant Agreement, and the transactions
contemplated hereby and thereby, including without limitation, any waiver of
any preemptive, first refusal or other rights that any entity or person may
have for the issue and/or sale of any of the Registered Securities, except such
as have been or may be obtained under the Act or may be required under state
securities or Blue Sky laws in connection with the Underwriters' purchase and
distribution of the Registered Securities to be sold by the Company hereunder.

(m) All executed agreements, contracts or other
documents or copies of executed agreements, contracts or other documents filed
as exhibits to the Registration Statement to which the Company is a party or by
which it may be bound or to which its assets, properties or businesses may be
subject have been duly and validly authorized, executed and delivered by the
Company and constitute the legal, valid and binding agreements of the Company
enforceable against the Company in accordance with their respective terms
(except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or other laws of general application
relating to or affecting enforcement of creditors' rights and the application
of equitable principles in any action, legal or equitable, and except as rights
to indemnity or

-6-
<PAGE> 7

contribution may be limited by applicable law). The descriptions in the
Registration Statement of such agreements, contracts and other documents are
accurate in all material respects and fairly present the information required
to be shown with respect thereto by Form 1, and there are no contracts or other
documents which are required by the Act to be described in the Registration
Statement or filed as exhibits to the Registration Statement which are not
described or filed as required, and the exhibits which have been filed are
complete and correct copies of the documents of which they purport to be
copies.

(n) Since the respective dates as of which information
is given in the Registration Statement and Prospectus, and except as described
in or specifically contemplated by the Prospectus (i) the Company has not
incurred any material liabilities or obligations, indirect, direct or
contingent, or entered into any material verbal or written agreement or other
transaction which is not in the ordinary course of business or which could
result in a material reduction in the future earnings of the Company; (ii) the
Company has not sustained any material loss or interference with its business
or properties from fire, flood, windstorm, accident or other calamity, whether
or not covered by insurance; (iii) the Company has not paid or declared any
dividends or other distributions with respect to its capital stock, and the
Company is not in default in the payment of principal or interest on any
outstanding debt obligations; (iv) there has not been any change in the capital
stock (other than upon the sale of the Shares, the Option Shares and the
Representative's Shares hereunder and upon the exercise of options and warrants
described in the Registration Statement) of, or indebtedness material to, the
Company (other than in the ordinary course of business); (v) the Company has
not issued any securities or incurred any liability or obligation, primary or
contingent, for borrowed money; and (vi) there has not been any material
adverse change in the condition (financial or otherwise), business, properties,
results of operations, or prospects of the Company.

(o) Except as disclosed in or specifically contemplated
by the Prospectus, (i) the Company has sufficient trademarks, trade names,
patent rights, copyrights, licenses, approvals and governmental authorizations
to conduct its business as now conducted; (ii) the expiration of any
trademarks, trade names, patent rights, copyrights, licenses, approvals or
governmental authorizations would not have a material adverse effect on the
condition (financial or otherwise), business, results of operations or
prospects of the Company; (iii) the Company has no knowledge of any
infringement by it or its subsidiaries of trademark, trade name rights, patent
rights, copyrights, licenses, trade secret or other similar rights of others;
and (iv) there is no claim being made against the Company regarding trademark,
trade name, patent, copyright, license, trade secret or other infringement
which could have a material adverse effect on the condition (financial or
otherwise), business, results of operations or prospects of the Company.

(p) No default exists in the due performance and
observance of any term, covenant or condition of any license, contract,
indenture, mortgage, installment sale agreement, lease, deed of trust, voting
trust agreement, stockholders agreement, note, loan or credit agreement, or any
other material agreement or instrument evidencing an obligation for borrowed
money, or any other material agreement or instrument to which the Company is a
party or by

-7-
<PAGE> 8

which the Company may be bound or to which the property or assets (tangible or
intangible) of the Company is subject or affected.

(q) To the Company's knowledge, there are no pending
investigations involving the Company by the U.S. Department of Labor, or any
other governmental agency responsible for the enforcement of such federal,
state, local, or foreign laws and regulations. There is no unfair labor
practice charge or complaint against the Company pending before the National
Labor Relations Board or any strike, picketing, boycott, dispute, slowdown or
stoppage pending or to its knowledge threatened against or involving the
Company. No representation question exists respecting the employees of the
Company. No collective bargaining agreement, or modification thereof is
currently being negotiated by the Company. No grievance or arbitration
proceeding is pending under any expired or existing collective bargaining
agreements of the Company. No labor dispute with the employees of the Company
exists or to its knowledge is imminent.

(r) Except as described in the Prospectus, the Company
does not maintain, sponsor or contribute to any program or arrangement that is
an "employee pension benefit plan," an "employee welfare benefit plan," or a
"multiemployer plan" as such terms are defined in Sections 3(2), 3(1) and
3(37), respectively, of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA") ("ERISA Plans"). The Company does not maintain or contribute
to a defined benefit plan, as defined in Section 3(35) of ERISA. No ERISA Plan
(or any trust created thereunder) has engaged in a "prohibited transaction"
within the meaning of Section 406 of ERISA or Section 4975 of the Code, which
could subject the Company to any tax penalty on prohibited transactions and
which has not adequately been corrected. Each ERISA Plan is in compliance with
all material reporting, disclosure and other requirements of the Code and ERISA
as they relate to any such ERISA Plan. Determination letters have been
received from the Internal Revenue Service with respect to each ERISA Plan
which is intended to comply with Code Section 401(a), stating that such ERISA
Plan and the attendant trust are qualified thereunder. The Company has never
completely or partially withdrawn from a "multiemployer plan."

(s) None of the Company, nor any of its employees,
directors, stockholders, or affiliates (within the meaning of the Regulations)
of any of the foregoing has taken or will take directly or indirectly, any
action designed to or which has constituted or which might be expected to cause
or result in stabilization or manipulation of the price of any security of the
Company to facilitate the sale or resale of the Registered Securities.

(t) The Company has good and marketable title to, or
valid and enforceable leasehold estates in, all items of real and personal
property stated in the Prospectus to be owned or leased by it, free and clear
of all liens, charges, claims, encumbrances, pledges, security interests, or
other restrictions or equities of any kind whatsoever other than those referred
to in the Prospectus and liens for taxes not yet due and payable.

-8-
<PAGE> 9

(u) Plante & Moran, L.L.P. ("Plante & Moran"), whose
report is filed with the Commission as a part of the Registration Statement,
are independent certified public accountants as required by the Act and the
Regulations.

(v) The Company has caused to be duly executed legally
binding and enforceable agreements pursuant to which all persons or entities
that directly or beneficially own Common Stock, as of the effective date of the
Registration Statement, have agreed not to, directly or indirectly, offer,
offer to sell, sell, grant any option for the sale of, transfer, assign,
pledge, hypothecate or otherwise encumber or dispose of any shares of Common
Stock or securities convertible into Common Stock, exercisable or exchangeable
for or evidencing any right to purchase or subscribe for any shares of Common
Stock (either pursuant to Rule 144 of the Regulations or otherwise) or dispose
of any interest therein for a period from the date of the Prospectus until nine
(9) months following the date that the Registration Statement becomes
effective, without the prior written consent of National (the "Lock-up
Agreements"), except that after six (6) months from the effective date of the
Registration Statement each such entity may sell up to ten percent (10%) of
his, her or its shares of Common Stock pursuant to Rule 144 of the Regulations.
The Company will cause the Transfer Agent (as defined herein) to place "stop
transfer" orders on the Company's stock ledgers in order to effect the Lock-up
Agreements.

(w) There are no claims, payments, arrangements or
understandings, whether oral or written, for services in the nature of a
finder's or origination fee with respect to the sale of the Registered
Securities hereunder or any other arrangements, agreements, understandings,
payments or issuance with respect to the Company or any of its officers,
directors, stockholders, employees or affiliates that may affect the
Underwriters' compensation as determined by the Commission and the National
Association of Securities Dealers, Inc. (the "NASD").

(x) The Registered Securities have been approved for
quotation on the Nasdaq National Market.

(y) Neither the Company nor any of its officers,
employees, agents or any other person acting on behalf of the Company has,
directly or indirectly, given or agreed to give any money, gift or similar
benefit (other than legal price concessions to customers in the ordinary course
of business) to any customer, supplier, employee or agent of a customer or
supplier, or official or employee of any governmental agency (domestic or
foreign) or instrumentality of any government (domestic or foreign) or any
political party or candidate for office (domestic or foreign) or other person
who was, is, or may be in a position to help or hinder the business of the
Company (or assist the Company in connection with any actual or proposed
transaction) which might subject the Company or any other such person to any
damage or penalty in any civil, criminal or governmental litigation or
proceeding (domestic or foreign). The Company's internal accounting controls
are sufficient to cause the Company to comply with the Foreign Corrupt
Practices Act of 1977, as amended.

(z) Except as set forth in the Prospectus, no officer,
director or stockholder of the Company, or any "affiliate" or "associate" (as
these terms are defined in Rule 405

-9-
<PAGE> 10

promulgated under the Regulations) of any of the foregoing persons or entities
has or has had, either directly or indirectly, (i) an interest in any person or
entity which (A) furnishes or sells services or products which are furnished or
sold or are proposed to be furnished or sold by the Company, or (B) purchases
from or sells or furnishes to the Company any goods or services, or (ii) a
beneficiary interest in any contract or agreement to which the Company is a
party or by which it may be bound or affected. Except as set forth in the
Prospectus there are no existing agreements, arrangements, understandings or
transactions, or proposed agreements, arrangements, understandings or
transactions, between or among the Company, and any officer, director,
principal shareholder (as such term is used in the Prospectus) of the Company,
or any affiliate or associate of any of the foregoing persons or entities.

(aa) The Company is not, and does not intend to conduct
its business in a manner in which it would become an "investment company"
within the meaning of the Investment Company Act of 1940, as amended.

(ab) Any certificate signed by any officer of the
Company and delivered to the Underwriters or to the Underwriters' Counsel (as
defined in Section 4(d) herein) shall be deemed a representation and warranty
by the Company to the Underwriters as to the matters covered thereby.

(ac) The minute books of the Company have been made
available to the Underwriters and contain a complete summary of all meetings
and actions of the directors and stockholders of the Company, since the time of
its incorporation, and reflect all transactions referred to in such minutes
accurately in all material respects.

(ad) The Company has not distributed and will not
distribute prior to the Closing Date any offering material in connection with
the offering and sale of the Shares in this offering other than the Prospectus,
the Registration Statement and the other materials permitted by the Act.
Except as described in the Prospectus, no holders of any securities of the
Company or of any options, warrants or other convertible or exchangeable
securities of the Company have the right to include any securities issued by
the Company as part of the Registration Statement or to require the Company to
file a registration statement under the Act and no person or entity holds any
anti-dilution rights with respect to any securities of the Company.

(ae) Each of the Company and its subsidiaries maintains
insurance by insurers of recognized financial responsibility of the types and
in the amounts as are prudent, customary and adequate for the business in which
it is engaged, including, but not limited to, insurance covering real and
personal property owned or leased by the Company and its subsidiaries against
theft, damage, destruction, acts of vandalism and all other risks customarily
insured against, all of which insurance is in full force and effect. The
Company has no reason to believe that it will not be able to renew existing
insurance coverage with respect to the Company as and when such coverage
expires or to obtain similar coverage from similar insurers as may be necessary
to continue its business, in either case, at a cost that would not have a
material adverse effect on the financial condition, operations, business,
assets or properties of

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<PAGE> 11

the Company. The Company has not failed to file any claims, has no material
disputes with its insurance company regarding any claims submitted under its
insurance policies, and has complied with all material provisions contained in
its insurance policies.

2. Purchase, Sale and Delivery of the Registered Securities.

(a) On the basis of the representations, warranties,
covenants and agreements herein contained, but subject to the terms and
conditions herein set forth, the Company agrees to sell to each Underwriter,
and each Underwriter, severally and not jointly agrees to purchase from the
Company, at a price equal to $_______________ per share, that number of Shares
set forth in Schedule A opposite the name of such Underwriter, subject to such
adjustment as the Representative in its discretion shall make to eliminate any
sales or purchases of fractional shares, plus any additional numbers of Shares
which such Underwriter may become obligated to purchase pursuant to the
provisions of Section 11 hereof.

(b) In addition, on the basis of the representations,
warranties, covenants and agreements, herein contained, but subject to the
terms and conditions herein set forth, the Company hereby grants an option to
the Underwriters, severally and not jointly, to purchase all or any part of the
Option Shares at a price equal to $_______________ per share. The option
granted hereby will expire 45 days after (i) the date the Registration
Statement becomes effective, if the Company has elected not to rely on Rule
430A under the Regulations, or (ii) the date of this Agreement if the Company
has elected to rely upon Rule 430A under the Regulations, and may be exercised
in whole or in part from time to time (but not on more than two (2) occasions)
only for the purpose of covering over-allotments which may be made in
connection with the offering and distribution of the Shares upon notice by the
Representative to the Company setting forth the number of Option Shares as to
which the several Underwriters are then exercising the option and the time and
date of payment and delivery for any such Option Shares. Any such time and
date of delivery (an "Option Closing Date") shall be determined by the
Representative, but shall not be later than three full business days after the
exercise of said option, nor in any event prior to the Closing Date, as
hereinafter defined, unless otherwise agreed upon by the Representative and the
Company. Nothing herein contained shall obligate the Underwriters to exercise
the over-allotment option described above. No Option Shares shall be delivered
unless the Shares shall be simultaneously delivered or shall theretofore have
been delivered as herein provided.

(c) Payment of the purchase price for, and delivery of
certificates for, the Shares shall be made at the offices of National, at 1001
Fourth Avenue, Suite 2200, Seattle, Washington, or at such other place as shall
be agreed upon by the Representative and the Company. Such delivery and
payment shall be made at 11:00 p.m. (New York time) on ______________, 1996, or
at such other time and date as shall be agreed upon by the Representative and
the Company, but no more than four (4) business days after the date hereof
(such time and date of payment and delivery being herein called the "Closing
Date"). In addition, in the event that any or all of the Option Shares are
purchased by the Underwriters, payment of the purchase price for, and delivery
of certificates for, such Option Shares shall be made at the above mentioned
office of National or at such other place as shall be agreed upon by the

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<PAGE> 12

Representative and the Company on each Option Closing Date as specified in the
notice from the Representative to the Company. Delivery of the certificates
for the Shares and the Option Shares, if any, shall be made to the Underwriters
against payment by the Underwriters, of the purchase price for the Shares and
the Option Shares, if any, to the order of the Company. In the event such
option is exercised, each of the Underwriters, acting severally and not
jointly, shall purchase that proportion of the total number of Option Shares
then being purchased which the number of Shares set forth in Schedule A hereto
opposite the name of such Underwriter bears to the total number of Shares,
subject in each case to such adjustments as the Representative in their
discretion shall make to eliminate any sales or purchases of fractional shares.
Certificates for the Shares and the Option Shares, if any, shall be in
definitive, fully registered form, shall bear no restrictive legends and shall
be in such denominations and registered in such names as the Underwriters may
request in writing at least three (3) business days prior to Closing Date or
the relevant Option Closing Date, as the case may be. The certificates for the
Shares and the Option Shares, if any, shall be made available to the
Representative at such office or such other place as the Representative may
designate for inspection, checking and packaging no later than 9:30 a.m. on the
last business day prior to Closing Date or the relevant Option Closing Date, as
the case may be.

(d) On the Closing Date, the Company shall issue and
sell to the Representative Representative's Warrants at a purchase price of
$0.0001 per warrant, which warrants shall entitle the holders thereof to
purchase an aggregate of _______ shares of Common Stock. The Representative's
Warrants shall expire five (5) years after the effective date of the
Registration Statement and shall be exercisable for a period of four (4) years
commencing one (1) year from the effective date of the Registration Statement
at a price equaling one hundred twenty percent (120%) of the initial public
offering price of the Shares. The Representative's Warrant Agreement and form
of Warrant Certificate shall be substantially in the form filed as Exhibit 4.2
to the Registration Statement. Payment for the Representative's Warrants shall
be made on the Closing Date.

3. Public Offering of the Shares. As soon after the
Registration Statement becomes effective as the Representative deems advisable,
the Underwriters shall make a public offering of the Shares (other than to
residents of or in any jurisdiction in which qualification of the Shares is
required and has not become effective) at the price and upon the other terms
set forth in the Prospectus. The Representative may from time to time increase
or decrease the public offering price after distribution of the Shares has been
completed to such extent as the Representative, in its sole discretion, deems
advisable. The Underwriters may enter into one or more agreements as the
Underwriters, in each of their sole discretion, deem advisable with one or more
broker-dealers who shall act as dealers in connection with such public
offering.

4. Covenants of the Company. The Company covenants and
agrees with each of the Underwriters as follows:

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<PAGE> 13

(a) The Company shall use its best efforts to cause the
Registration Statement and any amendments thereto to become effective as
promptly as practicable and will not at any time, whether before or after the
effective date of the Registration Statement, file any amendment to the
Registration Statement or supplement to the Prospectus or file any document
under the Act or Exchange Act before termination of the offering of the Shares
by the Underwriters of which the Representative shall not previously have been
advised and furnished with a copy, or to which the Representative shall have
objected or which is not in compliance with the Act, the Exchange Act or the
Regulations.

(b) As soon as the Company is advised or obtains
knowledge thereof, the Company will advise the Representative and confirm the
notice in writing, (i) when the Registration Statement, as amended, becomes
effective, if the provisions of Rule 430A promulgated under the Act will be
relied upon, when the Prospectus has been filed in accordance with said Rule
430A and when any post-effective amendment to the Registration Statement
becomes effective, (ii) of the issuance by the Commission of any stop order or
of the initiation, or the threatening, of any proceeding, suspending the
effectiveness of the Registration Statement or any order preventing or
suspending the use of the Preliminary Prospectus or the Prospectus, or any
amendment or supplement thereto, or the institution of proceedings for that
purpose, (iii) of the issuance by the Commission or by any state securities
commission of any proceedings for the suspension of the qualification of any of
the Registered Securities for offering or sale in any jurisdiction or of the
initiation, or the threatening, of any proceeding for that purpose, (iv) of the
receipt of any comments from the Commission; and (v) of any request by the
Commission for any amendment to the Registration Statement or any amendment or
supplement to the Prospectus or for additional information. If the Commission
or any state securities commission authority shall enter a stop order or
suspend such qualification at any time, the Company will use its best efforts
to obtain promptly the lifting of such order.

(c) The Company shall file the Prospectus (in form and
substance satisfactory to the Representative) in accordance with the
requirements of the Act.

(d) The Company will give the Representative notice of
its intention to file or prepare any amendment to the Registration Statement
(including any post-effective amendment) or any amendment or supplement to the
Prospectus (including any revised prospectus which the Company proposes for use
by the Underwriters in connection with the offering of the Registered
Securities which differs from the corresponding prospectus on file at the
Commission at the time the Registration Statement becomes effective, whether or
not such revised prospectus is required to be filed pursuant to Rule 424(b) of
the Regulations), and will furnish the Representative with copies of any such
amendment or supplement a reasonable amount of time prior to such proposed
filing or use, as the case may be, and will not file any such amendment or
supplement to which the Representative or Camhy Karlinsky & Stein LLP
("Underwriters' Counsel") shall reasonably object.

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<PAGE> 14

(e) The Company shall endeavor in good faith, in
cooperation with the Representative, at or prior to the time the Registration
Statement becomes effective, to qualify the Registered Securities for offering
and sale under the securities laws of such jurisdictions as the Representative
may reasonably designate to permit the continuance of sales and dealings
therein for as long as may be necessary to complete the distribution, and shall
make such applications, file such documents and furnish such information as may
be required for such purpose; provided, however, the Company shall not be
required to qualify as a foreign corporation or become subject to service of
process in any such jurisdiction. In each jurisdiction where such
qualification shall be effected, the Company will, unless the Representative
agree that such action is not at the time necessary or advisable, use all
reasonable efforts to file and make such statements or reports at such times as
are or may reasonably be required by the laws of such jurisdiction to continue
such qualification.

(f) During the time when a prospectus is required to be
delivered under the Act, the Company shall use all reasonable efforts to comply
with all requirements imposed upon it by the Act, as now and hereafter amended,
and by the Regulations, as from time to time in force, so far as necessary to
permit the continuance of sales of or dealings in the Registered Securities in
accordance with the provisions hereof and the Prospectus, or any amendments or
supplements thereto. If at any time when a prospectus relating to the
Registered Securities is required to be delivered under the Act, any event
shall have occurred as a result of which, in the opinion of counsel for the
Company or Underwriters' Counsel, the Prospectus, as then amended or
supplemented, includes an untrue statement of a material fact or omits to state
any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or if it is necessary at any time to amend or supplement
the Prospectus to comply with the Act, the Company will notify the
Representative promptly and prepare and file with the Commission an appropriate
amendment or supplement in accordance with Section 10 of the Act, each such
amendment or supplement to be satisfactory to Underwriters' Counsel, and the
Company will furnish to the Underwriters copies of such amendment or supplement
as soon as available and in such quantities as the Underwriters may request.

(g) As soon as practicable, but in any event not later
than 45 days after the end of the 12-month period beginning on the day after
the end of the fiscal quarter of the Company during which the effective date of
the Registration Statement occurs (90 days in the event that the end of such
fiscal quarter is the end of the Company's fiscal year), the Company shall make
generally available to its security holders, in the manner specified in Rule
158(b) of the Regulations, and to the Representative, an earnings statement
which will be in the detail required by, and will otherwise comply with, the
provisions of Section 11(a) of the Act and Rule 158(a) of the Regulations,
which statement need not be audited unless required by the Act, covering a
period of at least 12 consecutive months after the effective date of the
Registration Statement.

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<PAGE> 15

(h) During a period of five (5) years after the date
hereof, the Company will furnish to its stockholders, as soon as practicable,
annual reports (including financial statements audited by independent public
accountants) and will make available to its stockholders unaudited quarterly
reports of earnings, and will deliver to the Representative:

(i) concurrently with furnishing such quarterly
reports to its stockholders, statements of income of the
Company for each quarter in the form furnished to the
Company's stockholders;

(ii) concurrently with furnishing such annual
reports to its stockholders, a balance sheet of the Company as
at the end of the preceding fiscal year, together with
statements of operations, stockholders' equity, and cash flows
of the Company for such fiscal year, accompanied by a copy of
the certificate thereon of independent certified public
accountants;

(iii) as soon as they are available, copies of
all reports (financial or other) mailed to stockholders;

(iv) as soon as they are available, copies of all
reports and financial statements furnished to or filed with
the Commission, the Nasdaq National Market or any securities
exchange;

(v) every press release and every material news
item or article of interest to the financial community in
respect of the Company or its affairs which was released or
prepared by or on behalf of the Company; and

(vi) any additional information of a public
nature concerning the Company (and any future subsidiaries) or
its businesses which the Representative may reasonably
request.

During such five-year period, if the Company has active
subsidiaries, the foregoing financial statements will be on a consolidated
basis to the extent that the accounts of the Company and its subsidiaries are
consolidated, and will be accompanied by similar financial statements for any
significant subsidiary which is not so consolidated.

(i) The Company will maintain a transfer agent (the
"Transfer Agent") and, if necessary under the jurisdiction of incorporation of
the Company, a registrar (which may be the same entity as the transfer agent)
for the Common Stock and the Representative's Warrants.

(j) The Company will furnish to the Representative or on
the Representative's order, without charge, at such place as the Representative
may designate, copies of each Preliminary Prospectus, the Registration
Statement and any pre-effective or post-effective amendments thereto (two of
which copies will be signed and will include all financial statements and
exhibits), each Preliminary Prospectus, the Prospectus, and all amendments and
supplements

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<PAGE> 16

thereto, including any prospectus prepared after the effective date of the
Registration Statement, in each case as soon as available and in such
quantities as the Representative may reasonably request.

(k) On or before the effective date of the Registration
Statement, the Company shall provide the Representative with true copies of
duly executed, legally binding and enforceable Lock-up Agreements. On or
before the Closing Date, the Company shall deliver instructions to the Transfer
Agent authorizing it to place appropriate stop transfer orders on the Company's
ledgers.

(l) The Company shall use its best efforts to cause its
officers, directors, stockholders or affiliates (within the meaning of the
Regulations) not to take, directly or indirectly, any action designed to, or
which might in the future reasonably be expected to cause or result in,
stabilization or manipulation of the price of any securities of the Company.

(m) The Company shall apply the net proceeds from the
sale of the Registered Securities substantially in the manner, and subject to
the conditions, set forth under "Use of Proceeds" in the Prospectus.

(n) The Company shall timely file all such reports,
forms or other documents as may be required (including, but not limited to, a
Form SR as may be required pursuant to Rule 463 under the Act) from time to
time, under the Act, the Exchange Act, and the Regulations, and all such
reports, forms and documents filed will comply as to form and substance with
the applicable requirements under the Act, the Exchange Act, and the
Regulations.

(o) The Company shall cause the Registered Securities to
be quoted on the Nasdaq National Market, and for a period of two (2) years from
the date hereof shall use its best efforts to maintain the quotation of the
Registered Securities to the extent outstanding.

(p) For a period of two (2) years from the Closing Date,
the Company shall furnish to the Representative, at the Company's sole expense,
daily consolidated transfer sheets relating to the Common Stock.

(q) For a period of five (5) years after the effective
date of the Registration Statement the Company shall, at the Company's sole
expense, take all necessary and appropriate actions to further qualify the
Company's securities in all jurisdictions of the United States in order to
permit secondary sales of such securities pursuant to the Blue Sky laws of
those jurisdictions which do not require the Company to qualify as a foreign
corporation or to file a general consent to service of process.

(r) The Company (i) prior to the effective date of the
Registration Statement, has filed a Form 8-A with the Commission providing for
the registration of the Common Stock under the Exchange Act and (ii) as soon as
practicable, will use its best efforts to take all

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<PAGE> 17

necessary and appropriate actions to be included in Standard and Poor's
Corporation Descriptions and Moody's OTC Manual and to continue such inclusion
for a period of not less than five (5) years.

(s) The Company agrees that for a period of nine (9)
months following the effective date of the Registration Statement it will not,
without the prior written consent of National, offer, issue, sell, contract to
sell, grant any option for the sale of or otherwise dispose of any Common
Stock, or securities convertible into Common Stock, except for the issuance of
the Option Shares, the Representative's Warrants, and shares of Common Stock
issued upon the exercise of currently outstanding warrants or options issued
under any stock option plan in effect on the Closing Date, shares of Common
Stock automatically granted pursuant to any stock option plan in effect on the
Closing Date, or shares of Common Stock issued pursuant to any employee stock
purchase plan in effect on the Closing Date.

(t) Until the completion of the distribution of the
Registered Securities, the Company shall not without the prior written consent
of National or Underwriters' Counsel, issue, directly or indirectly any press
release or other communication or hold any press conference with respect to the
Company or its activities or the offering contemplated hereby, other than trade
releases issued in the ordinary course of the Company's business consistent
with past practices with respect to the Company's operations.

(u) For a period equal to the lesser of (i) five (5)
years from the date hereof, and (ii) the sale to the public of the
Representative's Shares, the Company will not take any action or actions which
may prevent or disqualify the Company's use of Form 1 (or other appropriate
form) for the registration under the Act of the Representative's Shares.

(v) The Company agrees that it shall use its best
efforts, which shall include, but shall not be limited to, the solicitation of
proxies, to elect one (1) designee of National to the Company's Board of
Directors for a period of five (5) years following the Closing, provided that
such designee is reasonably acceptable to the Company.

(w) The Company agrees that within forty-five (45) days
after the Closing it shall retain a public relations firm which is acceptable
to National. The Company shall keep such public relations firm, or any
replacement, for a period of three (3) years from the Closing. Any replacement
public relations firm shall be retained only with the consent of National.

(x) The Company agrees that any and all future
transactions between the Company and its officers, directors, principal
stockholders and the affiliates of the foregoing persons will be on terms no
less favorable to the Company than could reasonably be obtained in arm's length
transactions with independent third parties, and that any such transactions
also be approved by a majority of the Company's outside independent directors
disinterested in the transaction.

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<PAGE> 18

(y) The Company shall prepare and deliver, at the
Company's sole expense, to National within the one hundred and twenty (120) day
period after the later of the effective date of the Registration Statement or
the latest Option Closing Date, as the case may be, one bound volume containing
all correspondence with regulatory officials, agreements, documents and all
other materials in connection with the offering as requested by the
Underwriters' Counsel.

5. Payment of Expenses.

(a) The Company hereby agrees to pay on each of the
Closing Date and each Option Closing Date (to the extent not previously paid)
all expenses and fees (other than fees of Underwriters' Counsel, except as
provided in (iv) below) incident to the performance of the obligations of the
Company under this Agreement and the Representative's Warrant Agreement,
including, without limitation, (i) the fees and expenses of accountants and
counsel for the Company, (ii) all costs and expenses incurred in connection
with the preparation, duplication, printing, filing, delivery and mailing
(including the payment of postage with respect thereto) of the Registration
Statement and the Prospectus and any amendments and supplements thereto and the
duplication, mailing (including the payment of postage with respect thereto)
and delivery of this Agreement, the Agreement Among Underwriters, the Selected
Dealers Agreements, the Powers of Attorney, and related documents, including
the cost of all copies thereof and of the Preliminary Prospectuses and of the
Prospectus and any amendments thereof or supplements thereto supplied to the
Underwriters and such dealers as the Underwriters may request, in quantities as
hereinabove stated, (iii) the printing, engraving, issuance and delivery of
the certificates representing the Registered Securities, (iv) the qualification
of the Registered Securities under state or foreign securities or "Blue Sky"
laws and determination of the status of such securities under legal investment
laws, including the costs of printing and mailing the "Preliminary Blue Sky
Memorandum," the "Supplemental Blue Sky Memorandum" and "Legal Investments
Survey," if any, and reasonable disbursements and fees of counsel in connection
therewith, (v) advertising costs and expenses, including but not limited to the
costs and expenses incurred by the Company and the Representative in connection
with the "road show," information meetings and presentations, bound volumes and
prospectus memorabilia and "tombstone" advertisement expenses, (vi) experts,
(vii) fees and expenses of the transfer agent and registrar, (viii) the fees
payable to the Commission and the NASD, (ix) issue and transfer taxes, if any
and (x) the fees and expenses incurred in connection with the listing of the
Common Stock on the Nasdaq National Market and any other market or exchange.

(b) If this Agreement is terminated by the Underwriters
in accordance with the provisions of Section 6, Section 10(a) or Section 12,
the Company shall reimburse and indemnify the Representative for all of its
actual out-of-pocket expenses on an accountable basis, including the fees and
disbursements of Underwriters' Counsel, less any amounts already paid pursuant
to Section 5(c) hereof.

(c) The Company further agrees that, in addition to the
expenses payable pursuant to subsection (a) of this Section 5, it will pay to
the Representative on the Closing Date

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<PAGE> 19

by certified or bank cashier's check or, at the election of the Representative,
by deduction from the proceeds of the offering contemplated herein a
non-accountable expense allowance equal to three percent (3%) of the gross
proceeds received by the Company from the sale of the Shares, $25,000 of which
has been paid to date. In the event the Representative elects to exercise the
over-allotment option described in Section 2(b) hereof, the Company further
agrees to pay to the Representative on the Option Closing Date (by certified or
bank cashier's check or, at the Representative's election, by deduction from
the proceeds of the offering) a non-accountable expense allowance equal to
three percent (3%) of the gross proceeds received by the Company from the sale
of the Option Shares.

6. Conditions of the Underwriters' Obligations. The
obligations of the Underwriters hereunder shall be subject to the continuing
accuracy of the representations and warranties of the Company herein as of the
date hereof and as of the Closing Date and each Option Closing Date, if any, as
if they had been made on and as of the Closing Date or each Option Closing
Date, as the case may be; the accuracy on and as of the Closing Date or Option
Closing Date, if any, of the statements of officers of the Company made
pursuant to the provisions hereof; and the performance by the Company on and as
of the Closing Date and each Option Closing Date, if any, of its covenants and
obligations hereunder and to the following further conditions:

(a) The Registration Statement shall have become
effective not later than 5:00 p.m., New York City time, on the date prior to
the date of this Agreement or such later date and time as shall be consented to
in writing by the Representative, and, at Closing Date and each Option Closing
Date, if any, no stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall have
been instituted or shall be pending or contemplated by the Commission and any
request on the part of the Commission for additional information shall have
been complied with to the reasonable satisfaction of Underwriters' Counsel. If
the Company has elected to rely upon Rule 430A of the Regulations, the price of
the Shares and any price-related information previously omitted from the
effective Registration Statement pursuant to such Rule 430A shall have been
transmitted to the Commission for filing pursuant to Rule 424(b) of the
Regulations within the prescribed time period, and prior to Closing Date the
Company shall have provided evidence satisfactory to the Representative of such
timely filing, or a post-effective amendment providing such information shall
have been promptly filed and declared effective in accordance with the
requirements of Rule 430A of the Regulations.

(b) The Representative shall not have advised the
Company that the Registration Statement, or any amendment thereto, contains an
untrue statement of fact which, in the Representative's opinion, is material,
or omits to state a fact which, in the Representative's opinion, is material
and is required to be stated therein or is necessary to make the statements
therein not misleading, or that the Prospectus, or any supplement thereto,
contains an untrue statement of fact which, in the Representative's reasonable
opinion, is material, or omits to state a fact which, in the Representative's
reasonable opinion, is material and is

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<PAGE> 20

required to be stated therein or is necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading.

(c) On or prior to the Closing Date, the Underwriters
shall have received from Underwriters' Counsel such opinion or opinions with
respect to the organization of the Company, the validity of the Registered
Securities, the Registration Statement, the Prospectus and other related
matters as the Representative may request and Underwriters' Counsel shall have
received from the Company such papers and information as they request to enable
them to pass upon such matters.

(d) At Closing Date, the Underwriters shall have
received the favorable opinion of Dickinson, Wright, Moon, Van Dusen & Freeman
("Dickinson, Wright"), counsel to the Company, dated the Closing Date,
addressed to the Underwriters and in form and substance satisfactory to
Underwriters' Counsel, to the effect that:

(i) the Company (A) has been duly organized and
is validly existing as a corporation in good standing
under the laws of its jurisdiction of incorporation, (B)
is duly qualified and licensed and in good standing as a
foreign corporation in each jurisdiction in which its
ownership or leasing of any properties or the character
of its operations requires such qualification or
licensing, and (C) to the best of such counsel's
knowledge, has all requisite corporate power and
authority and has obtained any and all necessary
authorizations, approvals, orders, licenses,
certificates, franchises and permits of and from all
governmental or regulatory officials and bodies
(including, without limitation, those having
jurisdiction over environmental or similar matters), to
own or lease its properties and conduct its business as
described in the Prospectus.

(ii) except as described in the Prospectus, and
to the best of such counsel's knowledge after reasonable
investigation, the Company does not own an interest in
any corporation, limited liability company, partnership,
joint venture, trust or other business entity;

(iii) the Company has a duly authorized, issued
and outstanding capitalization as set forth in the
Prospectus, and any amendment or supplement thereto,
under "Capitalization" and "Description of Capital
Stock," and to the knowledge of such counsel, the
Company is not a party to or bound by any instrument,
agreement or other arrangement providing for it to issue
any capital stock, rights, warrants, options or other
securities, except for this Agreement, the
Representative's Warrant Agreement, and as described in
the Prospectus. The Registered Securities and all other
securities issued or issuable by the Company conform in
all material respects to the statements with respect
thereto contained in the Registration Statement and the
Prospectus. All issued and outstanding securities of
the

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<PAGE> 21

Company have been duly authorized and validly issued
and are fully paid and nonassessable; the holders
thereof are not subject to personal liability by reason
of being such holders; and none of such securities were
issued in violation of the preemptive rights of any
holders of any security of the Company. The Registered
Securities to be sold by the Company hereunder and under
the Representative's Warrant Agreement are not and will
not be subject to any preemptive or other similar rights
of any stockholder, have been duly authorized and, when
issued, paid for and delivered in accordance with their
terms, will be validly issued, fully paid and
nonassessable and will conform in all material respects
to the description thereof contained in the Prospectus;
the holders thereof will not be subject to any liability
solely as such holders; all corporate action required to
be taken for the authorization, issue and sale of the
Registered Securities has been duly and validly taken;
and the certificates representing the Registered
Securities are in due and proper form. The
Representative's Warrants constitute valid and binding
obligations of the Company to issue and sell, upon
exercise thereof and payment therefor, the number and
type of securities of the Company called for thereby
(except as such enforceability may be limited by
applicable bankruptcy, insolvency, reorganization,
moratorium or other laws of general application relating
to or affecting enforcement of creditors' rights and the
application of equitable principles in any action, legal
or equitable, and except as rights to indemnity or
contribution may be limited by applicable law). Upon
the issuance and delivery pursuant to this Agreement of
the Registered Securities to be sold by the Company, the
Company will convey, against payment therefor as
provided herein, to the Underwriters and the
Representative, respectively, good and marketable title
to the Registered Securities free and clear of all liens
and other encumbrances

(iv) the Registration Statement is effective
under the Act, and, if applicable, filing of all pricing
information has been timely made in the appropriate form
under Rule 430A, and no stop order suspending the use of
the Preliminary Prospectus, the Registration Statement
or Prospectus or any part of any thereof or suspending
the effectiveness of the Registration Statement has been
issued and no proceedings for that purpose have been
instituted or are pending or, to the best of such
counsel's knowledge, threatened or contemplated under
the Act;

(v) each of the Preliminary Prospectus, the
Registration Statement, and the Prospectus and any
amendments or supplements thereto (other than the
financial statements and other financial and statistical
data included therein as to which no opinion need be
rendered) comply as to form in all material respects
with the requirements of the Act and the Regulations.
Such counsel shall state that such counsel has
participated in conferences

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<PAGE> 22

with officers and other representatives of the Company
and the Representative and representatives of the
independent public accountants for the Company, at which
conferences the contents of the Preliminary Prospectus,
the Registration Statement, the Prospectus, and any
amendments or supplements thereto were discussed, and,
although such counsel is not passing upon and does not
assume any responsibility for the accuracy, completeness
or fairness of the statements contained in the
Preliminary Prospectus, the Registration Statement and
Prospectus, and any amendments or supplements thereto,
on the basis of the foregoing, no facts have come to the
attention of such counsel which lead them to believe
that either the Registration Statement or any amendment
thereto, at the time such Registration Statement or
amendment became effective or the Preliminary Prospectus
or Prospectus or amendment or supplement thereto as of
the date of such opinion contained any untrue statement
of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading (it being understood
that such counsel need express no opinion with respect
to the financial statements and schedules and other
financial and statistical data included in the
Preliminary Prospectus, the Registration Statement or
Prospectus, and any amendments or supplements thereto);

(vi) to the best of such counsel's knowledge
after reasonable investigation, (A) there are no
agreements, contracts or other documents required by the
Act to be described in the Registration Statement and
the Prospectus and filed as exhibits to the Registration
Statement other than those described in the Registration
Statement and the Prospectus and filed as exhibits
thereto; (B) the descriptions in the Registration
Statement and the Prospectus and any supplement or
amendment thereto of contracts and other documents to
which the Company is a party or by which it is bound are
accurate in all material respects and fairly represent
the information required to be shown by Form 1; (C)
there is not pending or threatened against the Company
any action, arbitration, suit, proceeding, litigation,
governmental or other proceeding (including, without
limitation, those having jurisdiction over environmental
or similar matters), domestic or foreign, pending or
threatened against the Company which (x) is required to
be disclosed in the Registration Statement which is not
so disclosed (and such proceedings as are summarized in
the Registration Statement are accurately summarized in
all material respects), (y) questions the validity of
the capital stock of the Company or this Agreement, or
the Representative's Warrant Agreement, or of any action
taken or to be taken by the Company pursuant to or in
connection with any of the foregoing; and (D) there is
no action, suit or proceeding pending or threatened
against the Company before any court or arbitrator or
governmental body, agency or official in which there is
a reasonable possibility of an adverse decision which
may result in a material

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<PAGE> 23

adverse change in the financial condition, business,
affairs, stockholders' equity, operations, properties,
business or results of operations of the Company, which
could adversely affect the present or prospective
ability of the Company to perform its obligations under
this Agreement or the Representative's Warrant Agreement
or which in any manner draws into question the validity
or enforceability of this Agreement or the
Representative's Warrant Agreement;

(vii) the Company has the corporate power and
authority to enter into each of this Agreement and the
Representative's Warrant Agreement and to consummate the
transactions provided for therein; and each of this
Agreement and the Representative's Warrant Agreement has
been duly authorized, executed and delivered by the
Company. Each of this Agreement and the
Representative's Warrant Agreement, assuming due
authorization, execution and delivery by each other
party thereto, constitutes a legal, valid and binding
obligation of the Company enforceable against the
Company in accordance with its terms (except as the
enforceability thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or
other laws of general application relating to or
affecting enforcement of creditors' rights and the
application of equitable principles in any action, legal
or equitable, and except as rights to indemnity or
contribution may be limited by applicable law), and none
of the Company's execution, delivery or performance of
this Agreement and the Representative's Warrant
Agreement, the consummation by the Company of the
transactions contemplated herein or therein, or the
conduct of the Company's business as described in the
Registration Statement, the Prospectus, and any
amendments or supplements thereto conflicts with or
results in any breach or violation of any of the terms
or provisions of, or constitutes a default under, or
result in the creation or imposition of any lien,
charge, claim, encumbrance, pledge, security interest,
defect or other restriction or equity of any kind
whatsoever upon, any property or assets (tangible or
intangible) of the Company pursuant to the terms of (A)
the articles of incorporation or by-laws of the Company,
as amended, (B) any license, contract, indenture,
mortgage, deed of trust, voting trust agreement,
stockholders' agreement, note, loan or credit agreement
or any other agreement or instrument known to such
counsel to which the Company is a party or by which it
is bound, or (C) any federal, state or local statute,
rule or regulation applicable to the Company or any
judgment, decree or order known to such counsel of any
arbitrator, court, regulatory body or administrative
agency or other governmental agency or body (including,
without limitation, those having jurisdiction over
environmental or similar matters), domestic or foreign,
having jurisdiction over the Company or any of its
activities or properties;

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<PAGE> 24

(viii) no consent, approval, authorization or
order, and no filing with, any court, regulatory body,
government agency or other body (other than such as may
be required under Blue Sky laws, as to which no opinion
need be rendered or under federal securities laws, as to
which no opinion need be rendered pursuant to this
subsection (viii) is required in connection with the
issuance of the Registered Securities pursuant to the
Prospectus, and the Registration Statement, the
performance of this Agreement and the Representative's
Warrant Agreement, and the transactions contemplated
hereby and thereby;

(ix) to the best of such counsel's knowledge
after reasonable investigation, the properties and
business of the Company conform in all material respects
to the description thereof contained in the Registration
Statement and the Prospectus;

(x) to the best knowledge of such counsel, and
except as disclosed in Registration Statement and the
Prospectus, the Company is not in breach of, or in
default under, any term or provision of any license,
contract, indenture, mortgage, installment sale
agreement, deed of trust, lease, voting trust agreement,
stockholders' agreement, note, loan or credit agreement
or any other agreement or instrument evidencing an
obligation for borrowed money, or any other agreement or
instrument to which the Company is a party or by which
the Company is bound or to which the property or assets
(tangible or intangible) of the Company is subject; and
the Company is not in violation of any term or provision
of its articles of incorporation or by-laws, as amended,
and to the best of such counsel's knowledge after
reasonable investigation, not in violation of any
franchise, license, permit, judgment, decree, order,
statute, rule or regulation;

(xi) the statements in the Prospectus under
"Dividend Policy," "Description of Capital Stock," and
"Shares Eligible for Future Sale" have been reviewed by
such counsel, and insofar as they refer to statements of
law, descriptions of statutes, licenses, rules or
regulations or legal conclusions, are correct in all
material respects;

(xii) the Common Stock has been accepted for
quotation on the Nasdaq National Market;

(xiii) to the best of such counsel's knowledge
and based upon a review of the outstanding securities
and the contracts furnished to such counsel by the
Company, no person, corporation, trust, partnership,
association or other entity has the right to include
and/or register any securities of the Company in the
Registration Statement, require the Company to file any

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<PAGE> 25

registration statement or, if filed, to include any
security in such registration statement;

(xiv) assuming due execution by the parties
thereto other than the Company, each Lock-up Agreement
is a legal, valid and binding obligation of the party
thereto, enforceable against the party and any
subsequent holder of the securities subject thereto in
accordance with its terms (except as such enforceability
may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other laws of general
application relating to or affecting enforcement of
creditors' rights and the application of equitable
principles in any action, legal or equitable, and except
as rights to indemnity or contribution may be limited by
applicable law);

In rendering such opinion, such counsel may rely (A) as to
matters involving the application of laws other than the laws, rules and
regulations of the United States and the laws, rules and regulations of the
State of Michigan, to the extent such counsel deems proper and to the extent
specified in such opinion, if at all, upon an opinion or opinions (in form and
substance satisfactory to Underwriters' Counsel) of other counsel acceptable to
Underwriters' Counsel, familiar with the applicable laws; (B) as to matters of
fact, to the extent they deem proper, on certificates and written statements of
responsible officers of the Company and certificates or other written
statements of officers of departments of various jurisdictions having custody
of documents respecting the corporate existence or good standing of the
Company, provided that copies of any such statements or certificates shall be
delivered to Underwriters' Counsel if requested. The opinion of such counsel
shall state that knowledge shall not include the knowledge of a director or
officer of the Company who is affiliated with such firm in his or her capacity
as an officer or director of the Company. The opinion of such counsel for the
Company shall state that the opinion of any such other counsel is in form
satisfactory to such counsel.

At each Option Closing Date, if any, the Underwriters shall
have received the favorable opinion of Dickinson, Wright, counsel to the
Company, dated the Option Closing Date, addressed to the Underwriters and in
form and substance satisfactory to Underwriters' Counsel confirming as of such
Option Closing Date the statements made by O'Connor, Cavanagh in their opinion
delivered on the Closing Date.

(e) On or prior to each of the Closing Date and the
Option Closing Date, if any, Underwriters' Counsel shall have been furnished
such documents, certificates and opinions as they may reasonably require for
the purpose of enabling them to review or pass upon the matters referred to in
subsection (c) of this Section 6, or in order to evidence the accuracy,
completeness or satisfaction of any of the representations, warranties or
conditions of the Company or herein contained.

(f) Prior to each of the Closing Date and each Option
Closing Date, if any, (i) there shall have been no material adverse change nor
development involving a prospective

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<PAGE> 26

change in the condition, financial or otherwise, prospects, stockholders'
equity or the business activities of the Company, whether or not in the
ordinary course of business, from the latest dates as of which such condition
is set forth in the Registration Statement and Prospectus; (ii) there shall
have been no transaction, not in the ordinary course of business, entered into
by the Company, from the latest date as of which the financial condition of the
Company is set forth in the Registration Statement and Prospectus which is
adverse to the Company; (iii) the Company shall not be in default under any
provision of any instrument relating to any outstanding indebtedness which
default has not been waived; (iv) the Company shall not have issued any
securities (other than the Registered Securities) or declared or paid any
dividend or made any distribution in respect of its capital stock of any class
and there has not been any change in the capital stock, or any material
increase in the debt (long or short term) or liabilities or obligations of the
Company (contingent or otherwise); (v) no material amount of the assets of the
Company shall have been pledged or mortgaged, except as set forth in the
Registration Statement and Prospectus; (vi) no action, suit or proceeding, at
law or in equity, shall have been pending or threatened (or circumstances
giving rise to same) against the Company, or affecting any of its respective
properties or businesses before or by any court or federal, state or foreign
commission, board or other administrative agency wherein an unfavorable
decision, ruling or finding may materially adversely affect the business,
operations, prospects or financial condition or income of the Company, except
as set forth in the Registration Statement and Prospectus; and (vii) no stop
order shall have been issued under the Act and no proceedings therefor shall
have been initiated, threatened or contemplated by the Commission.

(g) At each of the Closing Date and each Option Closing
Date, if any, the Underwriters shall have received a certificate of the Company
signed on behalf of the Company by the principal executive officer of the
Company, dated the Closing Date or Option Closing Date, as the case may be, to
the effect that such executive has carefully examined the Registration
Statement, the Prospectus and this Agreement, and that:

(i) The representations and warranties of the
Company in this Agreement are true and correct, as if
made on and as of the Closing Date or the Option Closing
Date, as the case may be, and the Company has complied
with all agreements and covenants and satisfied all
conditions contained in this Agreement on its part to be
performed or satisfied at or prior to such Closing Date
or Option Closing Date, as the case may be;

(ii) No stop order suspending the effectiveness
of the Registration Statement or any part thereof has
been issued, and no proceedings for that purpose have
been instituted or are pending or, to the best of each
of such person's knowledge after due inquiry, are
contemplated or threatened under the Act;

(iii) The Registration Statement and the
Prospectus and, if any, each amendment and each
supplement thereto, contain all statements and
information required by the Act to be included therein,
and none of the

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<PAGE> 27

Registration Statement, the Prospectus nor any amendment
or supplement thereto includes any untrue statement of a
material fact or omits to state any material fact
required to be stated therein or necessary to make the
statements therein not misleading and neither the
Preliminary Prospectus or any supplement, as of their
respective dates, thereto included any untrue statement
of a material fact or omitted to state any material fact
required to be stated therein or necessary to make the
statements therein, in light of the circumstances under
which they were made, not misleading; and

(iv) Subsequent to the respective dates as of
which information is given in the Registration Statement
and the Prospectus, (a) the Company has not incurred up
to and including the Closing Date or the Option Closing
Date, as the case may be, other than in the ordinary
course of its business, any material liabilities or
obligations, direct or contingent; (b) the Company has
not paid or declared any dividends or other
distributions on its capital stock; (c) the Company has
not entered into any transactions not in the ordinary
course of business; (d) there has not been any change in
the capital stock or material increase in long-term debt
or any increase in the short-term borrowings (other than
any increase in the short-term borrowings in the
ordinary course of business) of the Company, (e) the
Company has not sustained any loss or damage to its
property or assets, whether or not insured, (f) there is
no litigation which is pending or threatened (or
circumstances giving rise to same) against the Company
or any affiliated party of any of the foregoing which is
required to be set forth in an amended or supplemented
Prospectus which has not been set forth, and (g) there
has occurred no event required to be set forth in an
amended or supplemented Prospectus which has not been
set forth.

References to the Registration Statement and the Prospectus in this subsection
(g) are to such documents as amended and supplemented at the date of such
certificate.

(h) By the Closing Date, the Underwriters will have
received clearance from the NASD as to the amount of compensation allowable or
payable to the Underwriters.

(i) At the time this Agreement is executed, the
Underwriters shall have received a letter, dated such date, addressed to the
Underwriters in form and substance satisfactory in all respects (including the
non-material nature of the changes or decreases, if any, referred to in clause
(iii) below) to the Underwriters and Underwriters' Counsel, from Plante &
Moran:

(i) confirming that they are independent
certified public accountants with respect to the Company
within the meaning of the Act and the applicable Rules
and Regulations;

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<PAGE> 28

(ii) stating that it is their opinion that the
financial statements and supporting schedules of the
Company included in the Registration Statement comply as
to form in all material respects with the applicable
accounting requirements of the Act and the Regulations
thereunder and that the Representative may rely upon the
opinion of Arthur Andersen with respect to the financial
statements and supporting schedules included in the
Registration Statement;

(iii) stating that, on the basis of a limited
review which included a reading of the latest available
unaudited interim financial statements of the Company
(with an indication of the date of the latest available
unaudited interim financial statements), a reading of
the latest available minutes of the stockholders and
board of directors and the various committees of the
board of directors of the Company, consultations with
officers and other employees of the Company responsible
for financial and accounting matters and other specified
procedures and inquiries, nothing has come to their
attention which would lead them to believe that (A) the
unaudited financial statements and supporting schedules
of the Company included in the Registration Statement,
if any, do not comply as to form in all material
respects with the applicable accounting requirements of
the Act and the Regulations or are not fairly presented
in conformity with generally accepted accounting
principles applied on a basis substantially consistent
with that of the audited financial statements of the
Company included in the Registration Statement, or (B)
at a specified date not more than five (5) days prior to
the effective date of the Registration Statement, there
has been any change in the capital stock or material
increase in long-term debt of the Company, or any
material decrease in the stockholders' equity or net
current assets or net assets of the Company as compared
with amounts shown in the _____________, 1996 balance
sheet included in the Registration Statement, other than
as set forth in or contemplated by the Registration
Statement, or, if there was any change or decrease,
setting forth the amount of such change or decrease.

(iv) stating that they have compared specific
dollar amounts, numbers of shares, percentages of
revenues and earnings, statements and other financial
information pertaining to the Company set forth in the
Prospectus in each case to the extent that such amounts,
numbers, percentages, statements and information may be
derived from the general accounting records, including
work sheets, of the Company and excluding any questions
requiring an interpretation by legal counsel, with the
results obtained from the application of specified
readings, inquiries and other appropriate procedures
(which procedures do not constitute an examination in
accordance with generally accepted auditing standards)
set forth in the letter and found them to be in
agreement; and

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<PAGE> 29

(v) statements as to such other material matters
incident to the transaction contemplated hereby as the
Representative may reasonably request.

(j) At the Closing Date and each Option Closing Date, if
any, the Underwriters shall have received from Plante & Moran a letter, dated
as of the Closing Date or the Option Closing Date, as the case may be, to the
effect that they reaffirm that statements made in the letter furnished pursuant
to Subsection (i) of this Section 6, except that the specified date referred to
shall be a date not more than five (5) days prior to Closing Date or the Option
Closing Date, as the case may be, and, if the Company has elected to rely on
Rule 430A of the Rules and Regulations, to the further effect that they have
carried out procedures as specified in clause (iv) of Subsection (i) of this
Section 6 with respect to certain amounts, percentages and financial
information as specified by the Representative and deemed to be a part of the
Registration Statement pursuant to Rule 430A(b) and have found such amounts,
percentages and financial information to be in agreement with the records
specified in such clause (iv).

(k) On each of Closing Date and Option Closing Date, if
any, there shall have been duly tendered to the Representative for the several
Underwriters' accounts the appropriate number of Registered Securities.

(l) No order suspending the sale of the Registered
Securities in any jurisdiction designated by the Representative pursuant to
subsection (e) of Section 4 hereof shall have been issued on either the Closing
Date or the Option Closing Date, if any, and no proceedings for that purpose
shall have been instituted or shall be contemplated.

(m) On or before the Closing Date, the Company shall
have executed and delivered to the Representative, (i) the Representative's
Warrant Agreement, substantially in the form filed as Exhibit 4(b), to the
Registration Statement, in final form and substance satisfactory to the
Representative, and (ii) the Representative's Warrants in such denominations
and to such designees as shall have been provided to the Company.

(n) On or before Closing Date, the Common Stock shall
have been duly approved for quotation on Nasdaq National Market.

(o) On or before Closing Date, there shall have been
delivered to the Representative all of the Lock-up Agreements in final form and
substance satisfactory to Underwriters' Counsel.

If any condition to the Underwriters' obligations
hereunder to be fulfilled prior to or at the Closing Date or the relevant
Option Closing Date, as the case may be, is not so fulfilled, the
Representative may terminate this Agreement or, if the Representative so elect,
they may waive any such conditions which have not been fulfilled or extend the
time for their fulfillment.

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<PAGE> 30

7. Indemnification.

(a) The Company agrees to indemnify and hold harmless
each of the Underwriters (for purposes of this Section 7 "Underwriters" shall
include the officers, directors, partners, employees, agents and counsel of the
Underwriters, including specifically each person who may be substituted for an
Underwriter as provided in Section 11 hereof), and each person, if any, who
controls the Underwriter ("controlling person") within the meaning of Section
15 of the Act or Section 20(a) of the Exchange Act, from and against any and
all loss, liability, claim, damage, and expense whatsoever (including, but not
limited to, reasonable attorneys' fees and any and all reasonable expense
whatsoever incurred in investigating, preparing or defending against any
litigation, commenced or threatened, or any claim whatsoever and any and all
amounts paid in settlement of any claim or litigation provided that the
indemnified persons may not agree to any such settlement without the prior
written consent of the Company), as and when incurred, arising out of, based
upon or in connection with (i) any untrue statement or alleged untrue statement
of a material fact contained (A) in any Preliminary Prospectus, the
Registration Statement or the Prospectus (as from time to time amended and
supplemented); or (B) in any application or other document or communication (in
this Section 7 collectively called "application") executed by or on behalf of
the Company or based upon written information furnished by or on behalf of the
Company in any jurisdiction in order to qualify the Registered Securities under
the securities laws thereof or filed with the Commission, any state securities
commission or agency, The Nasdaq Stock Market, Inc. or any securities exchange;
or any omission or alleged omission to state a material fact required to be
stated therein or necessary to make the statements therein not misleading (in
the case of the Prospectus, in the light of the circumstances under which they
were made), unless such statement or omission was made in reliance upon and in
conformity with written information furnished to the Company with respect to
any Underwriter by or on behalf of such Underwriter expressly for use in any
Preliminary Prospectus, the Registration Statement or Prospectus, or any
amendment thereof or supplement thereto, or in any application, as the case may
be; or (ii) any breach of any representation, warranty, covenant or agreement
of the Company contained in this Agreement. The indemnity agreement in this
subsection (a) shall be in addition to any liability which the Company may have
at common law or otherwise.

(b) Each of the Underwriters agrees severally, but not
jointly, to indemnify and hold harmless the Company, each of its directors,
each of its officers who has signed the Registration Statement, and each other
person, if any, who controls the Company, within the meaning of the Act, to the
same extent as the foregoing indemnity from the Company to the Underwriters but
only with respect to statements or omissions, if any, made in any Preliminary
Prospectus, the Registration Statement or Prospectus or any amendment thereof
or supplement thereto or in any application made in reliance upon, and in
strict conformity with, written information furnished to the Company with
respect to any Underwriter by such Underwriter or the Representative expressly
for use in such Preliminary Prospectus, the Registration Statement or
Prospectus or any amendment thereof or supplement thereto or in any such
application, provided that such written information or omissions only pertain
to disclosures in the Preliminary Prospectus, the Registration Statement or
Prospectus directly relating to the transactions effected

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<PAGE> 31

by the Underwriters in connection with this Offering. The Company acknowledges
that the statements with respect to the public offering of the Registered
Securities set forth under the heading "Underwriting" and the stabilization
legend in the Prospectus have been furnished by the Underwriters expressly for
use therein and constitute the only information furnished in writing by or on
behalf of the Underwriters or the Representative for inclusion in the
Prospectus.

(c) Promptly after receipt by an indemnified party under
this Section 7 of notice of the commencement of any action, suit or proceeding,
such indemnified party shall, if a claim in respect thereof is to be made
against one or more indemnifying parties under this Section 7, notify each
party against whom indemnification is to be sought in writing of the
commencement thereof (but the failure to so notify an indemnifying party shall
not relieve it from any liability which it may have otherwise or which it may
have under this Section 7, except to the extent that it has been prejudiced in
any material respect by such failure). In case any such action is brought
against any indemnified party, and it notifies an indemnifying party or parties
of the commencement thereof, the indemnifying party or parties will be entitled
to participate therein, and to the extent it may elect by written notice
delivered to the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense thereof with counsel
reasonably satisfactory to such indemnified party. Notwithstanding the
foregoing, the indemnified party or parties shall have the right to employ its
or their own counsel in any such case, but the fees and expenses of such
counsel shall be at the expense of such indemnified party or parties unless (i)
the employment of such counsel shall have been authorized in writing by the
indemnifying parties in connection with the defense of such action at the
expense of the indemnifying party, (ii) the indemnifying parties shall not have
employed counsel reasonably satisfactory to such indemnified party to have
charge of the defense of such action within a reasonable time after notice of
commencement of the action, or (iii) such indemnified party or parties shall
have reasonably concluded that there may be defenses available to it or them
which are different from or additional to those available to one or all of the
indemnifying parties (in which case the indemnifying parties shall not have the
right to direct the defense of such action on behalf of the indemnified party
or parties), in any of which events the reasonable fees and expenses of one
additional counsel shall be borne by the indemnifying parties. In no event
shall the indemnifying parties be liable for fees and expenses of more than one
counsel (in addition to any local counsel) separate from their own counsel for
all indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances. Anything in this Section 7 to the
contrary notwithstanding, an indemnifying party shall not be liable for any
settlement of any claim or action effected without its written consent;
provided, however, that such consent was not unreasonably withheld.

(d) In order to provide for just and equitable
contribution in any case in which (i) an indemnified party makes claim for
indemnification pursuant to this Section 7, but it is judicially determined (by
the entry of a final judgment or decree by a court of competent jurisdiction
and the expiration of time to appeal or the denial of the last right of appeal)
that such indemnification may not be enforced in such case notwithstanding the
fact that the express provisions of this Section 7 provide for indemnification
in such case, or (ii) contribution under

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<PAGE> 32

the Act may be required on the part of any indemnified party, then each
indemnifying party shall contribute to the amount paid as a result of such
losses, claims, damages, expenses or liabilities (or actions in respect
thereof) (A) in such proportion as is appropriate to reflect the relative
benefits received by each of the contributing parties, on the one hand, and the
party to be indemnified on the other hand, from the offering of the Registered
Securities or (B) if the allocation provided by clause (A) above is not
permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of each of the contributing parties, on the one hand, and the
party to be indemnified on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages, expenses or
liabilities, as well as any other relevant equitable considerations. In any
case where the Company is a contributing party and the Underwriters are the
indemnified party, the relative benefits received by the Company on the one
hand, and the Underwriters, on the other, shall be deemed to be in the same
proportion as the total net proceeds from the offering of the Registered
Securities (before deducting expenses other than underwriting discounts and
commissions) bear to the total underwriting discounts received by the
Underwriters hereunder, in each case as set forth in the table on the Cover
Page of the Prospectus. Relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company or by the Underwriters, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such untrue statement or omission. The amount paid or
payable by an indemnified party as a result of the losses, claims, damages,
expenses or liabilities (or actions in respect thereof) referred to above in
this subdivision (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. Notwithstanding the provisions of this
subdivision (d) the Underwriters shall not be required to contribute any amount
in excess of the underwriting discount applicable to the Registered Securities
purchased by the Underwriters hereunder. No person guilty of fraudulent
misrepresentation (within the meaning of Section 12(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 7, each person, if any, who
controls the Company within the meaning of the Act, each officer of the Company
who has signed the Registration Statement, and each director of the Company
shall have the same rights to contribution as the Company, subject in each case
to this subparagraph (d). Any party entitled to contribution will, promptly
after receipt of notice of commencement of any action, suit or proceeding
against such party in respect to which a claim for contribution may be made
against another party or parties under this subparagraph (d), notify such party
or parties from whom contribution may be sought, but the omission so to notify
such party or parties shall not relieve the party or parties from whom
contribution may be sought from any obligation it or they may have hereunder or
otherwise than under this subparagraph (d), or to the extent that such party or
parties were not adversely affected by such omission. The contribution
agreement set forth above shall be in addition to any liabilities which any
indemnifying party may have at common law or otherwise.

8. Representations and Agreements to Survive Delivery. All
representations, warranties and agreements contained in this Agreement or
contained in certificates of officers

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<PAGE> 33

of the Company submitted pursuant hereto, shall be deemed to be
representations, warranties and agreements of the Company at the Closing Date
and the Option Closing Date, as the case may be, and such representations,
warranties and agreements of the Company and the respective indemnity and
contribution agreements contained in Section 7 hereof shall remain operative
and in full force and effect regardless of any investigation made by or on
behalf of any Underwriter, the Company, any controlling person of either the
Underwriter or the Company, and shall survive termination of this Agreement or
the issuance and delivery of the Registered Securities to the Underwriters and
the Representative, as the case may be.

9. Effective Date.

(a) This Agreement shall become effective at 10:00 a.m.,
New York City time, on the date hereof. For purposes of this Section 9, the
Registered Securities to be purchased hereunder shall be deemed to have been so
released upon the earlier of dispatch by the Representative of telegrams to
securities dealers releasing such shares for offering or the release by the
Representative for publication of the first newspaper advertisement which is
subsequently published relating to the Registered Securities.

10. Termination.

(a) Subject to subsection (b) of this Section 10, the
Representative shall have the right to terminate this Agreement, (i) if any
domestic or international event or act or occurrence has disrupted, or in the
Representative's reasonable opinion will in the immediate future disrupt the
financial markets; or (ii) any material adverse change in the financial markets
shall have occurred; or (iii) if trading on the New York Stock Exchange, the
American Stock Exchange, or in the over-the-counter market shall have been
suspended, or minimum or maximum prices for trading shall have been fixed, or
maximum ranges for prices for securities shall have been required on the
over-the-counter market by the NASD or by order of the Commission or any other
government authority having jurisdiction; or (iv) if the United States shall
have become involved in a war or major hostilities, or if there shall have been
an escalation in an existing war or major hostilities or a national emergency
shall have been declared in the United States; or (v) if a banking moratorium
has been declared by a state or federal authority; or (vi) if the Company shall
have sustained a loss material or substantial to the Company by fire, flood,
accident, hurricane, earthquake, theft, sabotage or other calamity or malicious
act which, whether or not such loss shall have been insured, will, in the
Representative's opinion, make it inadvisable to proceed with the delivery of
the Registered Securities; or (viii) if there shall have been such a material
adverse change in the prospects or conditions of the Company, or such material
adverse change in the general market, political or economic conditions, in the
United States or elsewhere as in the Representative's judgment would make it
inadvisable to proceed with the offering, sale and/or delivery of the
Registered Securities.

(b) If this Agreement is terminated by the
Representative in accordance with any of the provisions of Section 6, Section
10(a) or Section 12, the Company shall promptly reimburse and indemnify the
Underwriters pursuant to Section 5(b) hereof. Notwithstanding any

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<PAGE> 34

contrary provision contained in this Agreement, any election hereunder or any
termination of this Agreement (including, without limitation, pursuant to
Sections 6, 10, 11 and 12 hereof), and whether or not this Agreement is
otherwise carried out, the provisions of Section 5 and Section 7 shall not be
in any way affected by such election or termination or failure to carry out the
terms of this Agreement or any part hereof.

11. Substitution of the Underwriters. If one or more of the
Underwriters shall fail (otherwise than for a reason sufficient to justify the
termination of this Agreement under the provisions of Section 6, Section 10 or
Section 12 hereof) to purchase the Registered Securities which it or they are
obligated to purchase on such date under this Agreement (the "Defaulted
Securities"), the Representative shall have the right, within 24 hours
thereafter, to make arrangement for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than
all, of the Defaulted Securities in such amounts as may be agreed upon and upon
the terms herein set forth. If, however, the Representative shall not have
completed such arrangements within such 24-hour period, then:

(a) if the number of Defaulted Securities does not
exceed 10% of the total number of Shares to be purchased on such date, the
non-defaulting Underwriters shall be obligated to purchase the full amount
thereof in the proportions that their respective underwriting obligations
hereunder bear to the underwriting obligations of all non-defaulting
Underwriters, or

(b) if the number of Defaulted Securities exceeds 10% of
the total number of Shares to be purchased on such date, this Agreement shall
terminate without liability on the part of any nondefaulting Underwriters.

No action taken pursuant to this Section shall relieve
any defaulting Underwriter from liability in respect of any default by such
Underwriter under this Agreement.

In the event of any such default which does not result
in a termination of this Agreement, the Representative shall have the right to
postpone the Closing Date for a period not exceeding seven days in order to
effect any required changes in the Registration Statement or Prospectus or in
any other documents or arrangements.

12. Default by the Company. If the Company shall fail at the
Closing Date or any Option Closing Date, as applicable, to sell and deliver the
number of Registered Securities which it is obligated to sell hereunder on such
date, then this Agreement shall terminate (or, if such default shall occur with
respect to any Option Shares to be purchased on an Option Closing Date, the
Underwriters may at the Representative's option, by notice from the
Representative to the Company, terminate the Underwriters' obligation to
purchase Option Shares from the Company on such date) without any liability on
the part of any non-defaulting party other than pursuant to Section 5, Section
7 and Section 10 hereof. No action taken pursuant to this Section shall
relieve the Company from liability, if any, in respect of such default.

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<PAGE> 35

13. Notices. All notices and communications hereunder,
except as herein otherwise specifically provided, shall be in writing and shall
be deemed to have been duly given if mailed or transmitted by any standard form
of telecommunication. Notices to the Underwriters shall be directed to the
Representative, c/o National Securities Corporation, 1001 Fourth Avenue, Suite
2200, Seattle, Washington 98154, Attention: Steven A. Rothstein, with a copy,
which shall not constitute notice, to Camhy Karlinsky & Stein LLP, 1740
Broadway, 16th Floor, New York, New York 10019, Attention: Alan I. Annex, Esq.
Notices to the Company shall be directed to the Company at Riviera Tool
Company, 5460 Executive Parkway SE, Grand Rapids, Michigan 49512, Attention:
Kenneth K. Keith, with a copy, which shall not constitute notice, to Dickinson,
Wright, Moon, Van Dusen & Freeman, 200 Ottowa Avenue, N.W., Suite 900, Grand
Rapids, Michigan 49503, Attention: Stuart F. Cheney, Esq.

14. Parties. This Agreement shall inure solely to the
benefit of and shall be binding upon the Underwriters, the Company and the
controlling persons, directors and officers referred to in Section 7 hereof and
their respective successors, legal representatives and assigns, and no other
person shall have or be construed to have any legal or equitable right, remedy
or claim under or in respect of or by virtue of this Agreement or any
provisions herein contained. No purchaser of Registered Securities from any
Underwriter shall be deemed to be a successor by reason merely of such
purchase.

15. Construction. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of New York
without giving effect to the choice of law or conflict of laws principles.

16. Counterparts. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, and
all of which taken together shall be deemed to be one and the same instrument.

17. Entire Agreement; Amendments. This Agreement and the
Representative's Warrant Agreement constitute the entire agreement of the
parties hereto and supersede all prior written or oral agreements,
understandings and negotiations with respect to the subject matter hereof.
This Agreement may not be amended except in a writing, signed by the
Representative and the Company.

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<PAGE> 36

If the foregoing correctly sets forth the understanding
between the Underwriters and the Company, please so indicate in the space
provided below for that purpose, whereupon this letter shall constitute a
binding agreement among us.

Very truly yours,

RIVIERA TOOL COMPANY

By:________________________________________
Name:
Title:

CONFIRMED AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN:

NATIONAL SECURITIES CORPORATION

By:_____________________________________
Name: Steven A. Rothstein
Title: Chairman

For itself and as Representative of the Underwriters named in Schedule A
hereto.

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<PAGE> 37

SCHEDULE A

NUMBER OF SHARES
NAME OF UNDERWRITERS TO BE PURCHASED
- -------------------- ----------------

National Securities Corporation

TOTAL . . . . . . . . . . . . . . . . . . . . . .

SCH. A-1

<PAGE> 1
EXHIBIT 3(a)

EXHIBIT B

RESTATED ARTICLES OF INCORPORATION

RIVIERA TOOL COMPANY

1. These Restated Articles of Incorporation are executed pursuant
to the provisions of Section 641-651, Act 284, Public Acts of 1972, as amended.

2. The present name of the corporation is Riviera Tool Company

3. The date of filing the original Articles of Incorporation was
February 26, 1988.

4. The following Restated Articles of Incorporation supersede the
original Articles of Incorporation and shall be the Articles of Incorporation
of the corporation:

ARTICLE I

The name of the corporation is Riviera Tool Company

ARTICLE II

The purpose or purposes for which the corporation is organized is to
engage in any activity within the purposes for which corporations may be
organized under the Business Corporation Act of Michigan.

ARTICLE III

The total authorized capital stock is 6,000,000 shares of Common stock
without par value and 1,425 shares of 8% Cumulative Preferred stock and 200,000
shares of Preferred Stock other than the 8% Cumulative Preferred stock.

The Board of Directors of the corporation is authorized at any time
and from time to time, to provide for the issuance of shares of Preferred Stock
in one or more series, each with such voting powers, full or limited, or
without voting powers, and with such stated values, designations, preferences
and relative participating conversion, option or other rights, and such
qualifications, limitations or restrictions thereon, as shall be stated in the
resolution or resolutions providing for the issuance thereof adopted by the
Board of Directors; provided that all rights to dividends, liquidation
distributions or other mandatory distributions of any kind shall be junior in
right and time of payment to all shares then outstanding of the 8% Cumulative
Preferred stock.
<PAGE> 2

ARTICLE IV

The preferences, limitations, designations and relative rights of each
class of stock which the corporation is authorized to issue under Article III,
above, are as follows:

4.1. 8% Cumulative Preferred.

4.1.1. Voting. The holders of the 8% Cumulative Preferred
stock shall only possess voting rights with respect to such stock where voting
as a class is required by law to authorize an action.

4.1.2. Dividends. The holders of the 8% Cumulative
Preferred stock shall be entitled to receive, when and as declared by the Board
of Directors, out of the surplus of the corporation, dividends to the extent of
Eight Dollars ($8.00) per share per annum, except as provided below upon
redemption or liquidation. Such dividend shall be cumulative and payable on
the last day of July each year and shall be with respect to the fiscal year
then in process. Such dividend shall be the entire dividend entitlement of the
8% Cumulative Preferred stock.

4.1.3. Redemption. The 8% Cumulative Preferred stock shall
be subject to redemption as set out below. The price of a redemption hereunder
shall be One Hundred Dollars ($100.00) per share plus any cumulative dividends
on the 8% Cumulative Preferred stock remaining unpaid, to which the holders of
the 8% Cumulative Preferred stock are entitled by reason of the provisions of
Paragraph 4.1.2, above. In the event of a redemption on a date other than July
31, a pro rata portion of the specified dividend shall be paid based upon a 365
day year commencing August 1. The redemption price shall be paid in cash.

4.1.3.1. Call. Notice of a call for redemption
shall be given in writing by first-class United States mail,
postage prepaid, to all the holders of record of the 8%
Cumulative Preferred stock addressed to the address appearing
in the stock records of the corporation. Immediately upon
mailing such notice, the corporation shall deposit the
aggregate of the dividends due pursuant to the provisions
above, plus the redemption price in cash, with any bank or
trust company in the City of Grand Rapids, State of Michigan,
as specified in the notice of redemption, payable to the
respective recordholders of the shares to be redeemed upon
endorsement and surrender of their certificates. Immediately
upon the making of such deposit, said holders shall cease to
be stockholders of the corporation with respect to such shares
and shall have no further interest in or claim against the
corporation with respect to such shares except for the right
to receive such deposit from the specified bank or trust
company. The specified deposit shall not bear interest and
any interest earned thereon shall be returned to the
corporation. Any of such deposit unclaimed at the expiration
of one

2
<PAGE> 3

year from the date of the deposit shall be repaid to the
corporation to be held until claimed.

4.1.3.2. Mandatory. The eight percent (8%) Cumulative
Preferred stock shall be issued with mandatory redemption dates
noted thereon as follows:

July 31, 1995 475 Shares
July 31, 1996 475 Shares
July 31, 1997 475 Shares

Upon presentation to the corporation of the shares so redeemable
endorsed in blank, the corporation shall pay to the holder the
redemption price plus the dividend payable to the date of
redemption. The redemption price and the dividend payable shall
not bear interest beyond the date of the specific redemption date
unless otherwise declared by the Board of Directors of the
corporation.

4.1.4. Liquidation. In the event of the voluntary or
involuntary liquidation of the corporation, before any distribution is made to
the holders of the Common stock, the net assets of the corporation shall be
distributed pro rata to the holders of the 8% Cumulative Preferred stock in an
amount up to One Hundred Dollars ($100.00) per share plus Eight Dollars ($8.00)
per share per year from August 1, 1986 to the date of final distribution less
the amount of all dividends previously paid on such shares. A pro rata portion
of the dividend shall be paid in respect of a short year. Such pro rata portion
shall be based upon the ratio that the number of days in such year prior to such
distribution bears to three hundred sixty-five (365). The preference
distribution specified herein shall be the maximum liquidation distribution
entitlement of the 8% Cumulative Preferred stock.

4.2. Common Stock.

4.2.1. Voting. Except as provided in Paragraph 4.1.1.,
above, the holders of the Common stock shall possess the full voting rights of
the capital stock of the corporation and shall be entitled to one vote for each
share of Common stock held.

4.2.2. Dividends.

4.2.2.1. In any calendar year if the preference
dividends have been declared and paid in the full amount per
share as provided in Paragraph 4.1.2., above, the holders of
the Common stock shall be entitled to receive on a per share
basis, the aggregate amount of any additional dividends that
may be declared and paid by the Board of Directors of the
corporation during said calendar year.

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<PAGE> 4

4.2.3. Liquidation. In the event of the voluntary or
involuntary liquidation of the corporation, and after the preference
distributions as provided in Paragraph 4.1.4., above, have been made in full,
the remaining net assets of the corporation, if any, shall be distributed pro
rata among the holders of the Common stock according to the number of shares
held by each.

ARTICLE V

The street and mailing address of the registered office is 5460
Executive Parkway S.E., Grand Rapids, Michigan, 49512.

The name of the resident agent at the registered office is Kenneth K.
Rieth.

ARTICLE VI

The name and address of the incorporator are as follows:

Name Business Address

Stuart F. Cheney 650 Frey Building
Grand Rapids, MI 49503

ARTICLE VII

When a compromise or arrangement or a plan of reorganization of this
corporation is proposed between this corporation and its creditors or any class
of them or between this corporation and its shareholders or any class of them, a
court of equity jurisdiction within the state, on application of this
corporation or of a creditor or shareholder thereof, or on application of a
receiver appointed for the corporation, may order a meeting of the creditors or
class of creditors or of the shareholders or class of shareholders to be
affected by the proposed compromise or arrangement or reorganization, to be
summoned in such manner as the court directs. If a majority in number
representing 3/4 in value of the creditors or class of creditors, or of the
shareholders or class of shareholders to be affected by the proposed compromise
or arrangement or a reorganization, agree to a compromise or arrangement or a
reorganization of this corporation as a consequence of the compromise or
arrangement, the compromise or arrangement and the reorganization, if sanctioned
by the court to which the application has been made, shall be binding on all the
creditors or class of creditors, or on all the shareholders or class of
shareholders and also on this corporation.

4
<PAGE> 5

ARTICLE VIII

No director of the corporation shall be personally liable to the
corporation or to its shareholders for monetary damages for breach of the
director's fiduciary duty, except for liability (i) for a breach of the
director's duty of loyalty to the corporation or its shareholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or
knowing violation of law, (iii) for a violation of Section 551(1) of the
Michigan Business Corporation Act, (iv) for a transaction from which the
director derived an improper personal benefit, or (v) for an act or omission
occurring before the effective date of this Article VIII. Any repeal or
modification of this Article VIII by the shareholders of the corporation shall
not adversely affect any right or protection of a director of the corporation
existing at the time of such repeal or modification.

ARTICLE IX

The corporation shall indemnify its directors and officers in the manner
and to the extent hereinafter provided in this Article IX:

A. Subject to the other provisions of this Article IX, the
corporation shall indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that he
or she is or was a director or officer of the corporation, or is or was serving
at the request of the corporation as a director, officer, partner, trustee,
employee or agent of another foreign or domestic corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her in connection with such action, suit or proceeding if the person
acted in good faith and in a manner he or she reasonably believed to be in or
not opposed to the best interest of the corporation or its shareholders, and
with respect to any criminal action or proceeding, if the person had no
reasonable cause to believe his or her conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
or she reasonably believed to be in or not opposed to the best interests of the
corporation or its shareholders, and, with respect to a criminal action or
proceeding, had reasonable cause to believe that his or her conduct was
unlawful.

B. Subject to the other provisions of this Article IX, the corporation
shall indemnify any person who was or is a party or is threatened to be made a
party to a threatened, pending or completed action or suit by or in the right of
the corporation to procure a judgment in its favor or by reason of the fact that
he or she is or was a director or officer of the corporation, or is or was
serving at the request of the corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corpora-

5
<PAGE> 6

tion, partnership, joint venture, trust or other enterprise, whether for profit
or not, against expenses, including attorneys' fees, and amounts paid in
settlement actually and reasonably incurred by the person in connection with
the action or suit if the person acted in good faith and in a manner the person
reasonably believed to be in or not opposed to the best interests of the
corporation or its shareholders. Indemnification shall not be made for a
claim, issue or matter in which the person has been found liable to the
corporation except to the extent authorized in section F of this Article IX.

C. To the extent that a director or officer of the corporation has
been successful on the merits or otherwise in defense of an action, suit or
proceeding referred to in sections A and B of this Article IX, or in defense of
a claim, issue or matter in the action, suit or proceeding, he or she shall be
indemnified against actual and reasonable expenses, including attorneys' fees,
incurred by him or her in connection with the action, suit or proceeding and an
action suit or proceeding brought to enforce the mandatory indemnification
provided by this Article IX.

D. (1) An indemnification under sections A and B of this Article IX,
unless ordered by the court, shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification
of the person is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in said sections A and B of this
Article IX and upon an evaluation of the reasonableness of expenses and
amounts paid in settlement. This determination and evaluation shall be
made in any of the following ways:

(a) By a majority vote of a quorum of the board of
directors consisting of directors who were not parties or
threatened to be made parties to the action, suit or proceeding.

(b) If a quorum cannot be obtained under subdivision
(a) of this subsection, by majority vote of a committee duly
designated by the board and consisting solely of two or more
directors not at the time parties or threatened to be made
parties to the action, suit, or proceeding.

(i) By the board or its committee in the manner
prescribed in subdivision (a) or (b) of this subsection.

(ii) If a quorum of the board cannot be obtained under
subdivision (a) of this subsection and a
committee cannot be designated under subdivision (b) of
this subsection, by the board.

6
<PAGE> 7

(d) By all independent directors who are not parties
or threatened to be made parties to the action, suit, or
proceeding.

(e) By the shareholders, but shares held by directors,
officers, employees, or agents who are parties or threatened to
be made parties to the action, suit, or proceeding may not be
voted.

(2) In the designation of a committee under subsection
(1)(b) of section D of this Article IX or in the selection of
independent legal counsel under subsection (1)(c)(ii) of section D of
this Article IX, all directors may participate.

(3) If a person is entitled to indemnification under
sections A and B of this Article IX for a portion of expenses, including
reasonable attorneys' fees, judgments, penalties, fines, and amounts
paid in settlement, but not for the total amount thereof, the
corporation may indemnify the person for the portion of the expenses,
judgments, penalties, fines, or amounts paid in settlement for which the
person is entitled to be indemnified.

E. (1) A corporation may pay or reimburse the reasonable
expenses incurred by a director, officer, employee, or agent who is a
party or threatened to be made a party to an action, suit, or proceeding
in advance of final disposition of the proceeding if all of the
following apply:

(a) The person furnishes the corporation a written
affirmation of his or her good faith belief that he or she has
met the applicable standard of conduct set forth in sections A
and B of this Article IX.

(b) The person furnishes the corporation a written
undertaking, executed personally or on his or her behalf to
repay the advance if it is ultimately determined that he or she
did not meet the standard of conduct.

(c) A determination is made that the facts then known
to those making the determination would not preclude
indemnification under this act.

(2) The undertaking required by subsection (1)(b) of this
section E must be an unlimited general obligation of the person but need
not be secured.

(3) Determination of payments under this section E shall be
made in the manner specified in section D of this Article IX.

F. A director, officer, employee, or agent of the corporation who
is a party or threatened to be made a party to an action, suit, or proceeding
may apply for indemnification to the court conducting the proceeding or to
another court of competent jurisdiction. On receipt of an application, the
court after giving any notice it considers

7
<PAGE> 8

necessary may order indemnification if it determines that the person is fairly
and reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not he or she met the applicable standard of conduct
set forth in sections A and B of this Article IX or was adjudged liable as
described in section A of this Article IX, but if he or she was adjudged
liable, his or her indemnification is limited to reasonable expenses incurred.

G. (1) The indemnification or advancement of expenses provided
under sections A to F of this Article IX is not exclusive of other
rights to which a person seeking indemnification or advancement of
expenses may be entitled under these articles of incorporation, the
corporation's bylaws, or a contractual agreement. The total amount of
expenses advanced or indemnified from all sources combined shall not
exceed the amount of actual expenses incurred by the person seeking
indemnification or advancement of expenses.

(2) The indemnification provided for in sections A to G of
this Article IX continues as to a person who ceases to be a director or
officer and shall inure to the benefit of the heirs, executors, and
administrators of the person.

H. The corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee,
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise
against any liability asserted against him or her and incurred by him or her in
any such capacity or arising out of his or her status as such, whether or not
the corporation would have power to indemnify him or her against liability
under sections A to G of this Article IX.

I. For the purposes of sections A to H of this Article IX:

(a) "Fines" shall include any excise taxes assessed on a person
with respect to an employee benefit plan.

(b) "Other enterprises" shall include employee benefit plans.

(c) "Serving at the request of the corporation" shall include
any service as a director, officer, employee, or agent of the
corporation which imposes duties on, or involves services by, the
director, officer, employee, or agent with respect to an employee
benefit plan, its participants, or its beneficiaries.

(d) A person who acted in good faith and in a manner he or she
reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be considered to have
acted in a manner "not opposed to the best interests of the corporation
or its shareholders" as referred to in sections A and B of this Article
IX.

8
<PAGE> 9

J. The assumption by a person of a term of office as a director or
officer of the corporation or, at the request of the corporation, as a
director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise,
whether for profit or not, shall constitute a contract, entitling such person
to all of the rights and privileges of indemnification afforded by this Article
IX as in effect as of the date of his assumption of such term of office, but
such contract shall not prevent the amendment of this Article IX in respect of
any future term of office of such persons or in respect of any other person.

K. The invalidity or enforceability of any provision of this
Article IX shall not affect the validity or enforceability of any other
provision hereof.

ARTICLE X

(1) Any action required or permitted by the Michigan Business
Corporation Act to be taken at an annual or special meeting of shareholders may
be taken without a meeting, without prior notice and without a vote, if
consents in writing, setting forth the action so taken, are signed by the
holders of outstanding shares having not less than the minimum number of votes
that would be necessary to authorize or take action at a meeting at which all
shares entitled to vote on the action were present and voted. The written
consents shall bear the date of signature of each shareholder who signs the
consent. No written consents shall be effective to take the corporate action
referred to unless within 60 days after the record date for determining
shareholders entitled to express consent to or to dissent from a proposal
without a meeting, written consents signed by a sufficient number of
shareholders to take the action are delivered to the corporation. Delivery
shall be to the corporation's registered office, its principal place of
business, or an officer or agent of the corporation having custody of the
minutes of the proceedings of its shareholders. Delivery made to the
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to shareholders who have not consented in writing.

(2) Any action required or permitted by this act to be taken at an
annual meeting or special meeting of shareholders may be taken without a
meeting, without prior notice, and without a vote, if before or after the
action all the shareholders entitled to vote consent in writing. If the action
consented to would have required filing of a certificate under any other
section of this act if the action had been voted upon by shareholders at the
meeting, the certificate filed under a different section shall state, in lieu
of any statement required by the section concerning a vote of shareholders,
that written consent has been given as provided by this section.

(3) The necessary number of shares as required by statute were voted
in favor of the restated articles.

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<PAGE> 10

IN WITNESS WHEREOF, the undersigned has hereunto signed these Articles
of Incorporation on this ____ day of ______________, 1996.

RIVIERA TOOL COMPANY

By:
______________________________
Kenneth K. Rieth, President

PREPARED BY:
Stuart F. Cheney
Dickinson Wright Moon et al
200 Ottawa Avenue NW Suite 900
Grand Rapids, MI 49503
(616) 458-1300

<PAGE> 1
EXHIBIT 3(b)

BYLAWS

RIVIERA TOOL COMPANY

ARTICLE I
OFFICES

SECTION 1. BUSINESS OFFICES. The principal office of the corporation in
the State of Michigan shall be located at 5460 Executive Parkway S.E., in the
City of Grand Rapids, County of Kent. The corporation may have such other
offices, either within or without the State of Michigan as the Board of
Directors may designate or as the business of the corporation may require from
time to time.

SECTION 2. REGISTERED OFFICE. The registered office of the corporation
(required by the Michigan Business Corporation Act to be maintained in the State
of Michigan) may be, but need not be, identical with the principal office in the
State of Michigan, and the address of the registered office may be changed from
time to time by the Board of Directors.

ARTICLE II
SHAREHOLDERS' MEETINGS

SECTION 1. ANNUAL MEETINGS. The annual meeting of the shareholders shall
be held on such day in such month and at such place as the directors shall
determine, for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. If the election of directors
shall not be held at the time designated for the annual meeting of the
shareholders or at any adjournment thereof, the Board of Directors shall cause
the election to be held at a special meeting of the shareholders as soon
thereafter as convenient.

SECTION 2. SPECIAL MEETINGS. Special meetings of the shareholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the President or the Board of Directors, and shall be called by the President
at the request of the holders of not less than 10% of all the outstanding shares
of the corporation entitled to vote at the meeting.

SECTION 3. PLACE OF MEETING. The Board of Directors may designate any
place, either within or without the State of Michigan, as the place of meeting
for any annual meeting, or for any special meeting called by the Board of
Directors. A waiver of notice signed by all shareholders entitled to vote at a
meeting may designate any place, either within or without the State of Michigan,
as the place of the holding of such meeting. If no designation is made, or if a
special meeting be otherwise called, the place of meeting shall be the principal
<PAGE> 2

office of the corporation in the State of Michigan, but any meeting may be
adjourned to reconvene at any place designated by vote of a majority of the
shares represented thereat.

SECTION 4. NOTICE OF MEETING. Written notice stating the place, day and
hour of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less than ten days,
unless a longer minimum notice period is required by law, nor more than sixty
days before the date of the meeting either personally or by mail to each
shareholder of record entitled to vote at the meeting. If mailed, such notice
shall be deemed to be delivered when deposited in a post office or official
depository under the exclusive care and custody of the United States Postal
Service, addressed to the shareholder at his address as it appears on the stock
record books of the corporation, with postage thereon prepaid.

SECTION 5. WAIVER OF NOTICE BY SHAREHOLDERS. Whenever any notice whatever
is required to be given to any shareholder of the corporation under the
provisions of these bylaws or under the provisions of the articles of
incorporation or under the provisions of any statute, a waiver thereof in
writing, signed at any time, whether before or after the time of meeting, by the
shareholder entitled to such notice, shall be deemed equivalent to the giving of
such notice. Attendance of a person at a meeting of shareholders, in person or
by proxy constitutes a waiver of notice of the meeting, except when the
shareholder attends the meeting for the express purpose of objecting, at the
beginning of the meeting, to the transaction of any business because the meeting
is not lawfully called or convened.

SECTION 6. ACTION BY SHAREHOLDERS WITHOUT A MEETING. Any action required
or permitted to be taken at an annual or special meeting of shareholders may be
taken without a meeting, without prior notice and without a vote, if all the
shareholders entitled to vote thereon consent thereto in writing.

SECTION 7. FIXING OF RECORD DATE.

(a) For the purpose of determining shareholders entitled to notice of and
to vote at a meeting of shareholders or an adjournment of a meeting, the board
may fix a record date, which shall not precede the date on which the resolution
fixing the record date is adopted by the board. The date shall not be more than
60 nor less than 10 days before the date of the meeting. If a record date is
not fixed, the record date for determination of shareholders entitled to notice
of or to vote at a meeting of shareholders shall be the close of business on
the day next preceding the day on which notice is given, or if no notice is
given, the day next preceding the day on which the meeting is held. When a
determination of shareholders of record entitled to notice of or to vote at a
meeting of shareholders has been made as provided in this section, the
determination applies to any adjournment of the meeting, unless the board fixes
a new record date under this section for the adjourned meeting.

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<PAGE> 3

(b) For the purpose of determining shareholders entitled to express
consent to or to dissent from a proposal without a meeting, the bylaws may
provide for fixing a record date, which shall not be more than 60 days before
effectuation of the action proposed to be taken. In the absence of a provision,
the board may fix a record date, which shall not precede the date on which the
resolution fixing the record date is adopted by the board and shall not be more
than 10 days after the board resolution. If a record date is not fixed and
prior action by the board is required with respect to the corporate action to be
taken without a meeting, the record date shall be the close of business on the
day on which the resolution of the board is adopted. If a record date is not
fixed and prior action by the board is not required, the record date shall be
the first date on which a signed written consent is delivered to the corporation
as provided in section 407.

(c) For the purpose of determining shareholders entitled to receive
payment of a share dividend or distribution, or allotment of a right, or for the
purpose of any other action, the bylaws may provide for fixing, or in the
absence of a provision the board may fix a record date, which shall not precede
the date on which the resolution fixing the record date is adopted by the board.
The date shall not be more than 60 days before the payment of the share dividend
or distribution or allotment of a right or other action. If a record date is
not fixed, the record date shall be the close of business on the day on which
the resolution of the board relating to the corporate action is adopted.

SECTION 8. QUORUM. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a meeting of shareholders. The shareholders present in
person or by proxy at such meeting may continue to do business until adjournment
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. Though less than a quorum of the outstanding shares are represented at a
meeting, a majority of the shares so represented may adjourn the meeting from
time to time without further notice. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally called.

SECTION 9. PROXIES. At all meetings of shareholders, a shareholder
entitled to vote may vote by proxy appointed in writing by the shareholder or
by his authorized agent or representative. Such proxy shall be filed with the
Secretary of the corporation before or at the time of the meeting. No proxy
shall be valid after three years from the date of its execution, unless
otherwise provided in the proxy.

SECTION 10. VOTING OF SHARES. Each outstanding share entitled to vote
shall be entitled to one vote upon each matter submitted to a vote at a meeting
of shareholders.

SECTION 11. LIST OF SHAREHOLDERS. A complete list of the shareholders
entitled to vote at each meeting of shareholders or any adjournment thereof,
arranged in alphabetical order, and showing the address of each shareholder and
the number of shares registered in the name of each shareholder shall be
prepared by the officer or agent of the corporation

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<PAGE> 4

having charge of the stock transfer books. Such list shall be produced at the
time and place of the meeting during the whole time thereof, and be subject to
the inspection of any shareholder. Such list shall be prima facie evidence as
to who are the shareholders entitled to examine the list and to vote at the
meeting.

ARTICLE III
BOARD OF DIRECTORS

SECTION 1. GENERAL POWERS. The business and affairs of the corporation
shall be managed by its Board of Directors.

SECTION 2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors of
the corporation shall be six, or such other number as may be fixed from time to
time by action of the shareholders or by resolution of the Board of Directors.
The members of the Board of Directors shall be divided into three classes in
respect of term of office, each class to contain as near as may be one-third of
the whole number of directors. Of the first classified Board of Directors, the
members of one designated class shall serve until the annual meeting of
shareholders next following their elections, the members of a second designated
class shall serve until the annual meeting of shareholders in the second year
following their election, and the members of the third designated class shall
serve until the annual meeting of shareholders in the third year following their
election; thereafter, each class of directors shall be elected to serve until
the annual meeting of shareholders held three years next following their
election. In all instances, a director shall continue to serve until his or her
successor is elected and qualified, or until his or her death, resignation or
removal.

SECTION 3. INDEPENDENT DIRECTORS. The shareholders or board may designate
1 or more directors as an independent director. Any director so designated
shall be entitled to reasonable compensation in addition to compensation paid to
directors generally, as determined by the board or shareholders, and
reimbursement for expenses reasonably related to performance of duties as an
independent director. An independent director may communicate with shareholders
at the corporation's expense, as part of a communication or report sent by the
corporation to shareholders.

SECTION 4. REGULAR MEETINGS. The Board of Directors may from time to time
provide by resolution the time and place, either within or without the State of
Michigan, for the holding of regular meetings of the Board of Directors. Such
regular meetings may be held without other notice than such resolution.

SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of Directors
may be called by or at the request of the President or of the Secretary or any
one of the directors. The person or persons calling such meeting may fix any
time or place for holding any special meeting of the Board of Directors called
by them.

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<PAGE> 5

SECTION 6. NOTICE OF MEETING. Notice of any special meeting shall be
given at least forty-eight (48) hours prior thereto by written notice delivered
personally or mailed to each director at the address designated by him for that
purpose or, if none is designated, at his last known address or by telegram. If
mailed, such notice shall be deemed to be delivered when deposited so addressed
in a post office or official depository under the exclusive care and custody of
the United States Postal Service, with postage thereon prepaid. If notice is
given by telegram, such notice shall be deemed to be delivered when given to the
telegraph company.

SECTION 7. WAIVER OF NOTICE BY DIRECTORS. Whenever any notice whatever is
required to be given to any director of the corporation under the provisions of
these bylaws or under the provisions of the articles of incorporation or under
the provisions of any statute, a waiver thereof in writing, signed at any time,
whether before or after the time of meeting, by the director entitled to such
notice, shall be deemed equivalent to the giving of such notice. The attendance
of a director at a meeting shall constitute a waiver of notice of such meeting
except where a director attends a meeting for the express purpose of objecting
to the transaction of any business because the meeting is not lawfully called or
convened. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

SECTION 8. QUORUM. A majority of the directors then in office shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors; but though less than such quorum is present at a meeting, a
majority of the directors present may adjourn the meeting from time to time
without further notice.

SECTION 9. PRESENCE BY MEANS OF TELEPHONE. A director shall be deemed to
be present in person at a meeting of the directors if he participates in the
meeting by means of conference telephone or similar communications equipment
through which all persons participating in the meeting can communicate with the
other participants.

SECTION 10. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the Board
of Directors, unless the act of a greater number is required by statute.

SECTION 11. ACTION BY DIRECTORS WITHOUT A MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors or any committee
thereof may be taken without a meeting if, before or after the action, all
members of the Board or of the committee, as the case may be, shall have signed
a written consent. Any such written consents shall be filed with the minutes of
the proceedings of the Board or the committee.

SECTION 12. REMOVAL. A director or the entire Board may be removed, with
or without cause, by vote of the holders of a majority of the shares entitled to
vote at an election of directors.

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<PAGE> 6

SECTION 13. VACANCIES. (1) Unless otherwise limited by the articles of
incorporation, if a vacancy, including a vacancy resulting from an increase in
the number of directors, occurs in a board, the vacancy may be filled as
follows:

(a) The shareholders may fill the vacancy.

(b) The board may fill the vacancy.

(c) If the directors remaining in office constitute fewer than a
quorum of the board, they may fill the vacancy by the affirmative vote of a
majority of all the directors remaining in office.

(2) A vacancy that will occur at a specific date, by reason of a
resignation effective at a later date as provided by statute or otherwise, may
be filled before the vacancy occurs but the newly elected or appointed director
may not take office until the vacancy occurs.

SECTION 14. COMPENSATION. The Board of Directors by affirmative vote of a
majority of the directors then in office, and irrespective of any personal
interest of any of its members, may establish reasonable compensation of all
directors for services to the corporation as directors, officers or otherwise,
or may delegate such authority to an appropriate committee.

SECTION 15. PRESUMPTION OF ASSENT. A director of the corporation who is
present at a meeting of the Board of Directors or a committee thereof at which
action on any corporate matter is taken shall be presumed to have assented to
the action taken unless his dissent shall be entered in the minutes of the
meeting or unless he shall file his written dissent to such action with the
person acting as the Secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the Secretary of the
corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.

SECTION 16. COMMITTEES. The Board of Directors may, by resolution passed
by a majority of the whole Board, designate one or more committees, each
committee to consist of one or more of the directors of the corporation. The
Board may designate one or more directors as alternate members of any committee,
who may replace any absent or disqualified member at any meeting of the
committee. The Board of Directors shall have the power at any time to fill
vacancies in, to change the membership of, or to discharge any such committee,
or to designate additional committees. The Board of Directors shall have the
power to appoint employees of the corporation who are not members of the Board
of Directors to serve as advisory, non-voting consultants to any such
committees. Any committee, to the extent provided in the resolutions of the
Board creating such committee and subject to the limitations provided by
statute, shall have and may exercise the powers of the whole Board of Directors
in the management of the business and affairs of the corporation.

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<PAGE> 7

SECTION 17. DIVIDENDS. Subject always to the provisions of law and the
articles of incorporation, the Board of Directors shall have full power to
determine whether any, and if any, what part of any, funds legally available for
the payment of dividends shall be declared in dividends and paid to
shareholders; the division of the whole or any part of such funds of the
corporation shall rest wholly within the lawful discretion of the Board of
Directors, and it shall not be required at any time, against such discretion, to
divide or pay any part of such funds along or to the shareholders as dividends
or otherwise; and the Board of Directors may fix a sum which may be set aside or
reserved as working capital for the corporation or as a reserve for any proper
purpose, and from time to time may increase, diminish and vary the same in its
absolute judgment and discretion.

ARTICLE IV
OFFICERS

SECTION 1. NUMBER. The Board of Directors, as soon as practicable after
the election thereof held in each year, shall elect a President, one or more
Vice Presidents, a Secretary and a Treasurer, and from time to time may elect
such Assistant Secretaries, Assistant Treasurers and such other officers, agents
and employees as it may deem proper. Any two offices other than the offices of
President and Secretary may be held by the same person. Prior to the election
or appointment of the first Board of Directors, the incorporator(s) of the
corporation may appoint such officers as he deems necessary or appropriate to
conduct the affairs of the corporation.

SECTION 2. ELECTION AND TERM OF OFFICE. Each officer shall hold office
for the term for which he was elected and until his successor shall have
qualified or until his death or until he shall resign or shall have been removed
in the manner hereinafter provided.

SECTION 3. REMOVAL. Any officer or agent elected or appointed by the
Board of Directors may be removed by the Board of Directors, whenever in its
judgment the best interests of the corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment shall not of itself create contract rights.

SECTION 4. VACANCIES. A vacancy in any principal office because of death,
resignation, removal, disqualification or otherwise shall be filled by the Board
of Directors for the unexpired portion of the term.

SECTION 5. PRESIDENT. The President shall be the principal executive
officer of the corporation and, subject to the control of the Board of
Directors, shall, in general, supervise and control all of the business and
affairs of the corporation. He shall, when present, preside at all meetings of
the shareholders and Board of Directors. He may sign certificates for shares
of the corporation, any deeds, mortgages, bonds, contracts, or other instruments
which the Board of Directors has authorized to be executed, except in cases
where the signing and execution thereof shall be expressly delegated by the
Board of Directors or by

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<PAGE> 8

these bylaws or some other law to be otherwise signed or executed, and in
general shall perform all duties incident to the office of President and such
other duties as may be prescribed by the Board of Directors from time to time.

SECTION 6. VICE PRESIDENT. In the absence of the President, or in the
event of his death or inability to act, the Vice President, if any, or if more
than one, then in the order designated by the Board of Directors, shall perform
the duties of the President, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the President.

SECTION 7. SECRETARY. The Secretary shall: (a) keep the minutes of the
shareholders' and the Board of Directors' meetings in one or more books provided
for that purpose; (b) see that all notices are duly given in accordance with the
provisions of these bylaws or as required by law; (c) be custodian of the
corporate records and of the seal of the corporation and see that the seal of
the corporation is affixed to all documents the execution of which on behalf of
the corporation under its seal is duly authorized; (d) keep a register of the
post office address of each shareholder; (e) have general charge of the stock
transfer books of the corporation; and (f) in general perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the President or by the Board of Directors.

SECTION 8. TREASURER. If required by the Board of Directors, the
Treasurer shall give a bond for the faithful discharge of his duties in such sum
and with such surety or sureties as the Board of Directors shall determine. He
shall: (a) have charge and custody of and be responsible for all funds and
securities of the corporation; receive and give receipts for monies due and
payable to the corporation from any source whatsoever and deposit all such
monies in the name of the corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of these
bylaws; and (b) in general perform all of the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.

SECTION 9. SALARIES. The salaries of the officers shall be fixed from
time to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.

SECTION 10. OFFICER REIMBURSEMENT. Each officer by accepting his office
agrees that any payments made to him by the corporation such as a salary,
commission, bonus, interest, or rent, or entertainment expense incurred by him,
which shall be disallowed in whole or in part as a deductible expense by the
Internal Revenue Service, shall be reimbursed by such officer to the corporation
to the full extent of such disallowance. It shall be the duty of the directors,
as a Board, to enforce payment of each such amount disallowed. In lieu of
payment by the officer, subject to the determination of the directors,
proportionate amounts may be withheld from his future compensation payments
until the amount owed to the corporation has been recovered.

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<PAGE> 9

ARTICLE V
CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. CERTIFICATES FOR SHARES. Subject to the requirements of law,
certificates representing shares of the corporation shall be in such form as
shall be determined by the Board of Directors. Such certificates shall be
signed by the President or a Vice President or by the Secretary. All
certificates for shares shall be consecutively numbered or otherwise identified.
The name and address of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue, shall be entered on the
stock transfer books of the corporation. All certificates surrendered to the
corporation for transfer shall be canceled and no new certificates shall be
issued until the former certificate for a like number of shares shall have been
surrendered and canceled, except that in case of a lost, destroyed or mutilated
certificate, a new one may be issued therefor upon such terms and indemnity to
the corporation as the Board of Directors may prescribe.

SECTION 2. FACSIMILE SIGNATURES. If a transfer agent or registrar is
appointed and countersigns certificates representing shares of the corporation,
the signatures of the officers of the corporation on such certificates may be
facsimiles.

SECTION 3. NO PREEMPTIVE RIGHTS. No holders of shares of the capital
stock of any class of the corporation shall have any preemptive right of
subscription to any shares of any class of stock of the corporation, whether now
or hereafter authorized.

ARTICLE VI
INDEMNIFICATION

SECTION 1. ACTIONS AGAINST DIRECTORS AND OFFICERS. Subject to the other
provisions of these bylaws, the corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director or officer of the corporation,
or is or was serving at the request of the corporation as a director or officer
of another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement, actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interest of the
corporation, or its shareholders, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, or its shareholders, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

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<PAGE> 10

SECTION 2. ACTIONS BY CORPORATIONS. Subject to the other provisions of
these bylaws, the corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor or by reason of the fact that he is or was a director or officer of
the corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, or its
shareholders, and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable for negligence or misconduct in the performance of his duty to the
corporation unless and only to the extent that the court in which such action or
suit was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.

SECTION 3. EXPENSES. To the extent that a person who is a director or
officer of the corporation or who is a director or officer of another
corporation, partnership, joint venture, trust or other enterprise in which he
is serving at the request of the corporation, has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
Sections 1 and 2 of this Article VI, or in defense of any claim, issue or matter
therein, he shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.

SECTION 4. GOOD FAITH. Any indemnification under Sections 1 and 2 of this
Article VI (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
person is proper in the circumstances because he has met the applicable standard
of conduct set forth in said Sections 1 and 2. Such determination shall be
made in any of the following ways: (1) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding; (2) if such a quorum is not obtainable, or even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion; or (3) by the shareholders.

SECTION 5. PREPAYMENT. Expenses incurred in defending a civil or criminal
action, suit or proceeding described in Sections l and 2 of this Article VI may
be paid by the corporation in advance of the final disposition of such action,
suit or proceeding as authorized in the manner provided in Section 4 of this
Article VI upon receipt of an undertaking by or on behalf of the person for whom
such expenses are being paid to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the corporation.

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<PAGE> 11

SECTION 6. PERSONS NOT DIRECTORS OR OFFICERS. Persons for whom
indemnification is not provided in Sections 1 and 2 of this Article VI but who
are employees or agents of the corporation or are serving at the request of the
corporation as employees or agents of another corporation, partnership, joint
venture, trust or enterprise may be indemnified to the extent authorized at any
time or from time to time by the Board of Directors of the corporation subject,
however, to the limitations set forth in this Article VI.

SECTION 7. PERSONS WHO HAVE CEASED TO HOLD OFFICE. The indemnification
provided in this Article VI shall continue as to a person who has ceased to be a
director or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.

SECTION 8. IMPLIED CONTRACT. The assumption by a person of a term of
office as a director or officer of the corporation or, at the request of the
corporation, as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, shall constitute a contract, entitling such
person, during such term of office, to all of the rights and privileges of
indemnification afforded by this Article VI as in effect as of the date of his
assumption of such term of office, but such contract shall not prevent the
amendment of this Article VI in respect of any future term of office of such
persons or in respect of any other person.

SECTION 9. INSURANCE. The corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this Article VI or
of the Michigan Business Corporation Act.

SECTION 10. INVALIDITY OF PART. The invalidity or enforceability of any
provision of this Article VI shall not affect the validity or enforceability of
any other provision hereof.

ARTICLE VII
AMENDMENTS

The shareholders or Board of Directors may amend, alter or repeal any of
these bylaws except to the extent that any such bylaw has hereinafter been
enacted by the shareholders of the corporation with specific limitations upon
the power of the Board of Directors to amend, alter or repeal such bylaw.

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<PAGE> 1
<TABLE>
<S><C>
EXHIBIT 4(a)

COMM0N STOCK COMMON STOCK

NUMBER SHARES

RIVIERA TOOL COMPANY CUSIP

SEE REVERSE FOR
CERTAIN DEFINITIONS

P INCORPORATED UNDER THE LAWS OF THE STATE OF MICHIGAN

R This Certifies that

is the Registered holder of

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, NO PAR VALUE PER SHARE, OF

_______________________________________________ __________________________________________
_______________________________________________________ RIVIERA TOOL COMPANY _________________________________________________
_______________________________________________ __________________________________________

CERTIFICATE OF STOCK

transferable only on the books of the Corporation in person or by attorney upon surrender of this certificate properly endorsed.
This certificate is issued by the Corporation and accepted by the holder subject to all of the terms and conditions contained in
the Articles of Incorporation and Bylaws of the Corporation and is not valid unless countersigned by the Transfer Agent.

Witness the facsimile signatures of the duly authorized officers of the Corporation.

DATED: COUNTERSIGNED AND REGISTERED:
BOSTON EQUISERVE LP
CANTON, MASSACHUSETTS
TRANSFER AGENT AND REGISTRAR
BY:

AUTHORIZED SIGNATURE

Peter C. Canepa Kenneth K. Rieth
TREASURER RIVIERA TOOL COMPANY CORPORATE SEAL PRESIDENT
MICHIGAN

STEEL ENGRAVED BORDER TO BE PRINTED HERE

The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S> <C>
TEN COM -as tenants in common UNIF GIFT MIN ACT- ___________ Custodian ______________
TEN ENT -as tenants by the entireties (Cust) (Minor)
JT TEN -as joint tenants with right of survivorship under Uniform Gifts to Minors
and not as tenants in common Act _______________________________
(State)
</TABLE>

Additional abbreviations may also be used though not in the above list.

The Corporation is authorized to issue more than one class of stock,
including a class of Preferred Stock which may be issued in one or more series.
The Corporation will furnish to any shareholder upon request and without charge,
a full statement of the designations, preferences, limitations, or relative
rights of the shares of each class authorized to be issued and, as to shares of
Preferred Stock, the variations in the relative rights, preferences and
limitations between the shares of each series so far as the same have been fixed
and determined and the authority of the Board of Directors to fix and determine
the relative rights, preferences and limitations of subsequent series.

For value received, ________hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
__________________________________________________
/_________________________________________________/

______________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)
______________________________________________________________________________

______________________________________________________________________________

_______________________________________________________________________ shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint

_____________________________________________________________________ Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

Dated______________________________

______________________________________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME
AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.

<PAGE> 1
EXHIBIT 10(a)

Per 5/__/96
Board Resolution

RIVIERA TOOL COMPANY

1996 INCENTIVE STOCK OPTION PLAN
================================================================================

Section 1 - Purpose

The RIVIERA TOOL COMPANY 1996 INCENTIVE STOCK OPTION PLAN (hereinafter
called the "Plan") is a plan to provide incentive to certain employees of
Riviera Tool Company and its subsidiaries (hereinafter called the
"Corporation") based upon such employees' individual contributions to the long
term growth and profitability of the Corporation, in order to encourage their
identity with shareholder concerns and their current and continuing interest in
the development and financial success of the Corporation.

Section 2 - Definitions

(a) The term "subsidiaries" shall mean those corporations and partnerships
in which the Corporation owns directly or indirectly a majority equity interest
as defined under generally accepted accounting principles.

(b) The term "Code" shall mean the Internal Revenue Code of 1986, as the
same may be from time to time amended.

(c) The term "Committee" shall mean such committee of the Board of
Directors of the Corporation as shall be established by the Board of Directors,
the members of which shall be "disinterested persons" under Rule 16b-3 of the
Securities and Exchange Commission (or any successor regulation issued under
federal securities laws) and shall be ineligible to participate in the Plan, or
in the absence of an appointed committee all members of the Board of Directors
who are disinterested persons.

(d) The term "company stock" shall mean shares of the common capital stock
of the Corporation available for award or awarded, or subject to options or
rights granted, under the Plan.

(e) The term "market value" shall mean for a share of company stock as of
any date (i) the mean between the highest and lowest sale prices for the company
stock as reflected in the National Association of Securities Dealers Automated
Quotation System (NASDAQ) for that date, or if there is no sale on such date
then on the next preceding date on which a sale has occurred, or (ii) if there
is no public trading market for the company stock, then the value established by
the Committee or the Board of Directors for purposes of the Plan.
<PAGE> 2

Per 5/__/96
Board Resolution

(f) The term "options" shall mean collectively the incentive stock options
available for grant or granted under Section 8 of the Plan.

(g) The term "optionee" means any person to whom an option or right has
been granted or who becomes a holder of an option or right under Section 8 of
the Plan.

Section 3 - Effective Date and Duration

Subject to the approval of the Plan by the shareholders of the Corporation,
the Plan shall be effective upon the effective date of a registration statement
for the Corporation filed with the Securities and Exchange Commission for the
initial public offering of common stock of the Corporation. The Plan shall
continue until it is terminated by the Board of Directors as provided in Section
10.

Section 4 - Administration

The Committee shall be responsible for the general operation and
administration of the Plan and shall have the authority to interpret the Plan
and to adopt administrative rules and regulations governing its operation. The
Committee may delegate the performance of administrative functions to the
Secretary of the Committee.

Section 5 - Participation, Stock Awards and Option Grants

(a) Each year, the Committee shall designate as participants in the Plan
those officers and employees of the Corporation and those former officers and
employees who have a consulting arrangement with the Corporation that the
Committee determines. Mr. Kenneth K. Rieth shall not be eligible to
participate in the Plan.

(b) Each year, the Committee may grant stock options that qualify as
"incentive stock options" within the meaning of Section 422 of the Code to each
current and former officer and employee whom it has designated as a participant
for such year. Upon the approval by the Board of Directors of the Corporation of
the individual awards and/or grants, if any, made to executive officers and of
the total of all awards and grants made to all other persons, the determination
of the Committee as to each such award and grant shall become final.

2
<PAGE> 3

Per 5/__/96
Board Resolution

Section 6 - Shares Reserved Under the Plan

There is hereby reserved for use upon exercise of options to be granted
from time to time under the Plan, an aggregate of 50,000 shares of company stock
may be authorized but unissued shares, treasury shares, shares acquired in the
open market, or any combination of the foregoing, and if acquired in the open
market, shall be acquired by an agent independent of the Corporation. Any shares
of company stock underlying options that are forfeited pursuant to Section 8(d)
of the Plan and, to the extent permissible for purposes of allowing the Plan to
continue to be considered as described under Rule 16b-3 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), any shares of company
stock that are used for full or partial payment of the purchase price of shares
with respect to which an option is exercised pursuant to Section 8 of the Plan
may thereafter again be awarded or made subject to grant under the Plan. In the
event of any change in the outstanding shares of the common capital stock of the
Corporation by reason of a stock dividend, stock split, recapitalization,
merger, consolidation, combination or exchange of shares, or other similar
change, the Committee may make appropriate adjustments in the aggregate number
of shares of company stock made subject to options granted or reserved for award
or grant under the Plan, in the prices of options granted, or provide for the
substitution of other securities of the class exchanged for common capital stock
of the Corporation in any merger or consolidation.

Section 7 - Options Granted Under the Plan

(a) Options granted to a participant may not be sold, transferred,
alienated or assigned (other than by will or the laws of descent and
distribution) during the exercise period established with respect to such
shares, but nothing contained in this sentence shall preclude the sale or other
transfer of shares of company stock obtained by the proper exercise of any
option. During the lifetime of an optionee, the option shall be exercisable only
by the optionee personally or by the optionee's legal representative.

(b) The exercise of options by a participant under this Plan shall be
subject to satisfaction of the conditions precedent that the participant refrain
from engaging in any activity that, in the opinion of the Committee, is
competitive with any activity of the Corporation (except that employment at the
request of the Corporation with an entity in which the Corporation has, directly
or indirectly, a substantial ownership interest, or other employment
specifically approved by the Committee, shall not be considered to be an
activity that is competitive with any activity of the Corporation) and from
otherwise acting, either prior to or after termination of employment, in any
manner inimical or in any way contrary to the best interests of the Corporation
and that the participant furnish to the Corporation such information with
respect to the satisfaction of the foregoing conditions precedent as the
Committee shall reasonably request. Any shares of company stock obtained

3
<PAGE> 4

Per 5/__/96
Board Resolution

upon exercise of an option granted under the Plan may be made subject to such
other conditions or restrictions as the Committee deems advisable, including
without limitation, provisions to comply with federal and state securities laws.

(c) Certificates issued for shares of company stock acquired pursuant to
this Plan may bear a legend stating that the shares are issued subject to the
restrictions set forth in the Plan.

Section 8 - Grants of Options

(a) Participants eligible to receive grants of options under this Section
8 shall be selected by the Committee from among the officers and employees of
the Corporation and from former officers and employees who have a consulting
arrangement with the Corporation. The Committee may grant more than one option
to any eligible current or former officer or employee.

(b) The Committee shall determine the eligible participants to whom, and
the time or times at which, options will be granted, the number of shares to be
subject to each option, the duration of each option, the time or times within
which the option may be exercised, the cancellation of the option (with the
consent of the holder thereof) and the other conditions of the grant of the
option. The provisions and conditions of the grants of options need not be the
same with respect to each optionee or with respect to each option.

(c) Except as otherwise specifically provided herein, options granted
pursuant to the Plan shall be subject to the following terms and conditions:

(i) Option Price. At the time the Committee approves the grant,
the Committee shall determine the option price which shall be not less
than one hundred percent (100%) of the market value of the company stock
on the date of Committee approval of the grant. With respect to any
option granted to a participant who owns, or is deemed to own, stock
possessing more than ten percent (10%) of the voting rights of the
Company's outstanding capital stock at the date of the grant, the
exercise price of the option must be at least equal to one hundred ten
percent (110%) of the fair market value on the date of the grant of the
option and may not be exercisable more than five (5) years after the date
of the grant.

(ii) Payment. The option price shall be paid in full at the time of
exercise. No shares shall be issued until full payment has been received
therefor. Payment may be in cash or, with the prior approval of and upon
the conditions established by the Committee, by delivery of shares of
company stock owned by the optionee; provided, however, that company
stock acquired by the optionee through the exercise of an

4
<PAGE> 5

Per 5/__/96
Board Resolution

incentive stock option may not be used for payment prior to the
expiration of the holding periods prescribed in Section 422(a)(1) of the
Code. If payment is made by the delivery of shares of company stock, the
value of the shares on the day they are delivered shall be the market
value on such day.

(iii) Duration of Options. The duration of options shall be
determined by the Committee, but in no event shall the maximum duration
of an incentive stock option exceed ten (10) years from the date of its
grant.

(iv) Other Terms and Conditions. Options may contain such other
provisions, not inconsistent with the provisions of the Plan, as the
Committee shall determine to be appropriate from time to time; provided,
however, that no option shall be exercisable in whole or in part for a
period of twelve (12) months from the date on which the option is
granted. Options shall be exercisable in full or in such cumulative
installments as shall be determined by the Committee on the grant of the
option. If an option shall be exercisable in installments, the Committee
may, in its discretion, provide for other events in which all
installments shall become immediately exercisable if any installment be
presently exercisable.

(v) Incentive Stock Options. The Committee may not grant a
participant incentive stock options in the aggregate that are first
exercisable during any one calendar year with respect to company stock
the aggregate market value of which exceeds $100,000, taking into account
all stock option plans of the Corporation.

(d) If the employment of an optionee to whom an incentive stock option
has been granted under the Plan shall be terminated (except as set forth below)
such option may be exercised, to the extent that the option was exercisable on
the date of termination of employment, only until the earlier of three (3)
months after such termination or the original expiration date of the option;
provided, however, that any option held by an optionee whose employment shall be
terminated either (i) for cause or (ii) voluntarily by the optionee and without
the consent of the participating affiliate by which the optionee was employed
(which consent shall be assumed in the case of retirement at normal retirement
age but not in the case of early retirement) shall, to the extent not
theretofore exercised, immediately terminate. If an optionee to whom an
incentive stock option has been granted under the Plan shall become disabled
while employed and such disability results in the termination of employment,
such option may be exercised, to the extent that the option was exercisable on
the date of termination of employment, by either the disabled optionee or such
optionee's legal representative, as the case may be, and the right to exercise
the option shall terminate upon the earlier of the expiration of twelve (12)
months from the date of such termination of employment or the original
expiration date of the option. If an optionee has been granted an option
exercisable in installments, then, notwithstanding the terms specifying the
installments in which the option shall be exercisable, upon the death or
disability of the

5
<PAGE> 6

Per 5/__/96
Board Resolution

optionee at any time subsequent to the expiration of the first year of the term
of the option, the option shall be exercisable within the time period set forth
above as to all shares of company stock remaining subject to the option. For the
purposes of this Section 8, the term "disabled" shall have the meaning contained
within Section 22(e)(3) of the Code.

(e) An optionee or a transferee of an option pursuant to Section 7(a)
shall have no rights as a shareholder with respect to any company stock the
subject of either an unexercised or exercised option until the optionee or
transferee shall have become the holder of record of such stock, and no
adjustments shall be made for dividends in cash or other property or other
distributions or rights in respect of such stock for which the record date is
prior to the date on which the optionee or transferee shall have in fact become
the holder of record of the company stock acquired pursuant to the option or
right.

Section 9 - General

(a) If, in connection with the exercise of any option hereunder, it is
necessary or desirable, to comply with any law or regulation of any governmental
authority relating to the issuance or sale of securities, that the participant
receiving such shares shall agree that the participant will take the shares for
investment and not with any present intention to resell the same and that the
participant will dispose of such shares only in compliance with such laws and
regulations, the participant shalL upon the request of the Committee, execute
and deliver to the Committee an agreement to such effect satisfactory to the
Committee.

(b) If a participant dies prior to the exercise in full of any option
granted to the participant, the option and any shares issued thereunder shall be
distributed to the participant's designated beneficiary or, in the absence of a
beneficiary designation, to the participant's estate. The designation of a
beneficiary shall be made in writing on a form prescribed by and filed with the
Secretary of the Committee.

(c) Neither the establishment of the Plan nor any provisions of the Plan
or modification thereof shall be held or construed as giving any participant in
the Plan the right to be retained in the service of the Corporation and the
Corporation expressly reserves its right to discharge any such participant
whenever the interests of the Corporation may so require.

(d) Each distribution of company stock under this Plan shall be made
subject to such federal, state and local tax withholding requirements as apply
on the distribution date. For this purpose, the Committee may provide for the
withholding of shares of company stock or allow a participant to tender back to
the Corporation shares of company stock received in such distribution.

6
<PAGE> 7
Per 5/__/96
Board Resolution

(e) Notwithstanding any other provisions in the Plan, in the event of a
Change in Control (as hereinafter defined) all options then outstanding shall
become immediately exercisable. Distribution of all shares of company stock due
because of the exercise of options, shall be made as soon as practicable within
sixty (60) days after the date of the Change in Control. For purposes of this
Plan, a Change in Control shall occur if any "person" or "group" within the
meaning of Section 13(d) and 14(d)(2) of the Exchange Act becomes the
"beneficial owner" as defined in Rule 13d-3 under the Exchange Act of more than
thirty percent (30%) of the then outstanding voting securities of the
Corporation otherwise than through a transaction or transactions arranged by or
consummated with the prior approval of the Corporation's Board of Directors.

Section 10 - Amendment, Suspension and Termination

The Board of Directors of the Corporation reserves the right at any time to
amend, suspend, or terminate the Plan; provided, however, no such amendment,
suspension or termination shall adversely affect any award or grant then in
effect unless the prior approval of the participant so affected is obtained. No
amendment of the Plan shall, without approval of the shareholders of the
Corporation, (a) increase the aggregate number of shares of company stock which
are reserved for the Plan (except as provided in Section 6), (b) change the
group of eligible employees under the Plan, (c) change the manner of determining
the option price or the amount payable upon exercise of a right or (d) increase
the maximum duration of an option.

Section 11- Governing Law

The Plan and all determinations made and action taken pursuant thereto
shall be governed by the laws of the State of Michigan and construed in
accordance therewith.

<PAGE> 1
EXHIBIT 10(b)

EMPLOYMENT AGREEMENT

THIS AGREEMENT, made and entered into as of the ____ day of
____________, 1996, by and between Riviera Tool Company a Michigan
corporation, hereinafter referred to as "Corporation," and Kenneth K.
Rieth, hereinafter referred to as "Employee."

W I T N E S S E T H:

WHEREAS, Corporation will be engaging in the business of design
and construction of tools for the metal stamping business; and

NOW, THEREFORE, in consideration of the mutual promises
hereinafter set forth, the parties hereto do promise and agree as follows:

1. EMPLOYMENT. Corporation shall employ Employee and Employee
shall serve Corporation as President and Chief Executive Officer performing
such reasonable duties as are customary to such position and as may from
time to time be directed by the Corporation's Board of Directors. The
Employee's place of employment shall be the present offices of the
Corporation in Grand Rapids, Michigan, or at another location as shall be
mutually agreed upon between the parties. Employee shall devote his full
working time and efforts to the affairs of Corporation.

2. TERM. The term of employment of Employee under this
Agreement shall commence on the closing of S-1 and shall continue for
one fixed term of three (3) years.

3. COMPENSATION. In consideration of the services to be
performed for Corporation by Employee pursuant to Paragraph 1, above,
Corporation shall provide to Employee the following:

A. A base salary of One Hundred Fifty Thousand Eight Hundred and
No/100 Dollars ($150,800.00) per year, subject to being increased in
the discretion of the Board of Directors of Corporation, payable in
installments according to Corporation's regular salaried payroll
policy payment procedures in effect from time to time.

B. Such bonuses as from time to time are determined by the
Corporation but not less than ____ percent (___%) of the annual
consolidated profits of the Corporation, before payment of or
provision for any taxes on
<PAGE> 2

income or officers' bonuses based upon such income of the Corporation,
and as determined by the regular certified public accountants for the
Corporation according to generally accepted accounting principles
consistently applied.

The amounts to be paid pursuant to this paragraph are prior to
any deductions for withholding, social security taxes or similar payroll
deductions. Corporation's obligation to make such payments and provide
such benefits to Employee shall terminate in the event of termination of
Employee's employment with Corporation for any reason.

4. OFFICE; EXPENSES. Corporation shall provide to Employee such
office space, furniture, materials, supplies and secretarial help as are
necessary or appropriate hereunder. Employee shall be entitled to
reimbursement for all out-of-pocket expenses incurred on behalf of the
Corporation in the conduct of his employment and which are accounted for in
such fashion as may reasonably be required by the Corporation.

5. MEDICAL INSURANCE; FRINGE BENEFITS. Employee shall be
entitled to participate in such medical and health benefit protection, life
insurance coverage, or other fringe benefits as are provided by the
Corporation to its employees generally or its management employees
generally and such other fringe benefits as the Board of Directors may
establish from time to time for the benefit of Employee.

6. TRADE SECRETS. Employee agrees not to divulge (other than in
the normal pursuit of Corporation's business) to any unauthorized person or
to use for other than Corporation's sole benefit at any time while he is
employed and after he is employed by Corporation, the names and addresses
of any past, present or prospective customers of Corporation, or any of
Corporation's procedures, processes, systems, methods, forms and records or
other information of whatever nature acquired by him as an employee, it
being understood that the foregoing are trade secrets of Corporation and
are disclosed to Employee in confidence. For the purposes of this
Paragraph 6, the term "Corporation" shall include Corporation and any
affiliated company.

2
<PAGE> 3

7. TERMINATION. The term of employment of Employee hereunder
shall be considered to terminate upon the occurrence of any of the following
(with the provisions in this Paragraph 7 not to be construed as limiting
Corporation's ability to otherwise terminate Employee's employment following the
term hereof).

7.1. DEATH OF EMPLOYEE. The death of Employee.

7.2. DISABILITY OF EMPLOYEE. For purposes of this
Agreement, Employee shall be considered to be disabled if he is
unable to perform his services hereunder for a continuous period
of ninety (90) consecutive calendar days by reason of physical or
mental illness or incapacity. If there is any dispute as to
whether Employee is or was physically or mentally unable to
perform his duties hereunder, such question shall be submitted to
a licensed physician for determination. If the parties cannot
agree upon a licensed physician for purposes of making such
determination within five (5) days after written notice by one
party to the other, then both parties shall each select a
licensed physician who together shall appoint a third licensed
physician who will then make such determination. The
determination of such physician as to such mental or physical
condition of Employee shall be binding and conclusive upon the
parties. A disability shall be considered as a continuing
disability unless Employee returns to full-time employment
rendering all of the duties of his position pursuant to Paragraph
1, above, for a period of sixty (60) consecutive calendar days.

7.3. THE COMMISSION OF A PROHIBITED ACT BY EMPLOYEE. A
prohibited act shall be any of the following if committed by
Employee directly or indirectly without the prior written
approval of an officer of Corporation:

(a) Commission of an act of dishonesty or gross
negligence involving Corporation;

(b) Disclosure to an unauthorized person of the
information described in Paragraph 6, above, or of any

3
<PAGE> 4

other information which would be beneficial to a business
competitive with Corporation or which could be materially
disadvantageous to Corporation;

(d) Becoming a proprietor who or a shareholder,
officer or director of a corporation, or a member of a
partnership or trustee of a trust which conducts a business
competitive with Corporation, or an employee or agent
thereof;

(e) For purposes of subparagraphs (b), (C) and (d),
above, a business competitive with Corporation is any
business, firm or entity engaged directly or indirectly in
any business now or hereafter engaged in by Corporation, or
any company affiliated therewith.

7.4. AGREEMENT. By mutual agreement of the parties.

7.5. DISMISSAL. Dismissal of employee by Corporation or
termination of services by Employee after the expiration of the
original term hereof.

8. INSURANCE. Corporation shall have the right to insure its
obligation hereunder and to obtain such key man life insurance on the Employee
as it deems necessary or appropriate and Employee agrees to cooperate as may be
necessary or appropriate in order to obtain such insurance.

9. ARBITRATION. All claims, disputes and other matters in
question between the parties to this Agreement arising out of or relating to
this Agreement or the breach thereof, other than under Paragraph 7 hereof, shall
be decided by arbitration in accordance with the Commercial Disputes Arbitration
Rules of the American Arbitration Association then obtaining. Notice of the
demand for arbitration shall be filed in writing with the other party to this
Agreement and with the American Arbitration Association. The award rendered by
the arbitrator shall be final and judgment may be entered upon it in accordance
with

4
<PAGE> 5

applicable law in any court having jurisdiction thereof. Arbitration
hereunder shall take place in Grand Rapids, Michigan.

10. WAIVER OF BREACH. The waiver by Corporation of the breach
of any of the provisions of this Agreement by Employee shall not be deemed
a waiver by Corporation of any subsequent breach.

11. BINDING EFFECT. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,
successors and assigns.

12. GOVERNING LAW. This Agreement is made in the State of
Michigan and shall be interpreted in accordance with the laws thereof.

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement on the day, month and year first above written.

RIVIERA TOOL COMPANY

By:
--------------------------------

-----------------------------------
Kenneth K. Rieth

<PAGE> 1
PROMISSORY NOTE#0111840 EXHIBIT 10(c)

$ 2,487,558.00 CHICAGO, ILLINOIS
---------------------- ------------------------------
City State

MARCH 31 1994

FOR VALUE RECEIVED, the undersigned, RIVIERA DIE & TOOL, INC. ("Maker") jointly
and severally promise(s) to pay to the order of HELLER FINANCIAL, INC. at its
office at 500 West Monroe Street, Chicago, Illinois 60661 or at such other place
as the holder may appoint, the principal sum of ** Dollars ($1,963,220.70)
together with interest thereon payable in FIFTY-NINE (59) consecutive monthly
installments with the first such installment due on the 29TH day of MAY, 1994,
continuing on the same date of each month thereafter until paid in full, as
follows

The first 59 consecutive monthly installments, each in the amount of
$42,162.00.

The next N/A consecutive monthly installments, each in the amount of $N/A.

together with collection expenses and reasonable attorneys' fees if placed with
an attorney for collection. Interest, precomputed for the period ending when
such installments are due, is included in the foregoing installments. If any
installment due hereunder shall not be paid within ten (10) days after such
installment is due. Maker shall pay to holder hereof (i) a "late charge" of
five percent (5%) of such delinquent amount to defray the cost of collection,
plus (ii) interest on any installment past due, computed from the due date
thereof, and upon the entire unpaid balance if declared due, at the rate of one
and one-half percent (1.5%) per month (or the maximum amount permitted by law
whichever is less). Demand presentment for payment, protest, notice of
non-payment or protest, is hereby waived by Maker.

Maker hereby authorizes holder to insert the date of the first installment due
hereunder, a date not sooner than fifteen (15) days nor later than forty-six
(46) days from the date of disbursement. Holder's books and records shall be
dispositive of the date disbursement is made hereunder.

This Note is secured by and entitled to (i) the benefits of a certain Chattel
Mortgage Security Agreement dated as of MARCH 31, 1994, and (ii) any other
agreements under which the holder has been granted a lien and security interest
in property to secure the payment and performance by Maker of this Note (all of
the foregoing hereinafter sometimes collectively referred to as the "Security
Agreement") to which reference is made for a statement of the nature and extent
of the protection and security afforded, the rights of the payee or holder
hereof, and the rights and obligations of the undersigned.

If a default shall occur under any Security Agreement, this Note may become or
be declared due in the manner and with the effect provided for therein.

Upon payment of all accrued late charges and interest then due or to become
due, Maker may prepay the entire balance evidenced hereby (less a rebate of
unearned interest, if any, calculated in accordance with the Rule of 78) upon
payment of a premium equal to THREE percent (3%) of the principal amount so
prepaid, provided, however, if said prepayment is made during any loan year
after the FIRST loan year, said premium shall be reduced by ZERO percent (0%)
in each loan year thereafter until said premium shall be reduced to a minimum
premium of ZERO percent (0%) and said premium shall remain at such minimum
until final maturity.

The holder hereof shall not be required to look to any collateral for the
payment of this Note, but may proceed against the undersigned or any one of the
undersigned, if more than one, or any guarantor hereof in such manner as it
deems desirable. None of the rights or remedies of the holder hereunder or
under the Security Agreement are to be deemed waived or affected by any failure
to exercise same. All remedies conferred upon the holder of this Note, the
Security Agreement or any other instrument or agreement to which the
undersigned or any guarantor hereof is a party or under which any or all of
them is bound, shall be cumulative and not exclusive, and such remedies may be
exercised concurrently or consecutively at the holder's option.

This Note shall be governed by and construed in accordance with the laws and
decisions of the State of Illinois. At holder's election and without limiting
holder's right to commence an action in any other jurisdiction. Maker hereby
submits to the exclusive jurisdiction and venue of any court (federal, state or
local) having situs within the State of Illinois, expressly waives personal
service of process and consents to service by certified mail, postage prepaid,
directed to the last known address of Maker, which service shall be deemed
completed within ten (10) days after the date of mailing thereof. Maker hereby
waives any objection to improper venue, forum non conveniens and trial by jury.

IN WITNESS WHEREOF, the undersigned have caused this Note to be duly executed
on the date first above written.

ATTEST (Witness if not a corporation) RIVIERA DIE & TOOL, INC. Maker
-------------------------
By Douglas Nienhuis By Kenneth K. Rieth
- ----------------------------------- -----------------------
Secretary Kenneth K. Rieth

(Seal) Title PRESIDENT
---------------------

ATTEST (Witness if not a corporation) Maker
-------------------------

- ------------------------------------- By
Secretary ----------------------------

(Seal) Title
-------------------------

** ONE MILLION NINE HUNDRED SIXTY-THREE THOUSAND TWO HUNDRED TWENTY AND 70/100

THE TOTAL AMOUNT TO BE REPAID HEREUNDER INCLUDES INTEREST COMPUTED ON THE
BASIS OF 9.90% SIMPLE INTEREST PER ANNUM ON THE ASSUMPTION THAT ALL PAYMENT
WILL BE MADE ON THEIR RESPECTIVE DUE DATES.
<PAGE> 2
CHATTEL MORTGAGE SECURITY AGREEMENT

[LOGO]

RIVIERA DIE & TOOL, INC. , MICHIGAN CORPORATION,
with its principal place of business at 5460 EXECUTIVE PARKWAY SE
GRAND RAPIDS, MI 49512 ("Debtor"), for
valuable consideration, hereby grants to HELLER FINANCIAL, INC., a Delaware
corporation, with its principal place of business at 500 West Monroe Street,
Chicago, Illinois 60661 ("Secured Party"), a security interest in and mortgages
to Secured Party the following:

______________________________________________________________________________
MAKE/ SERIAL
QUANTITY MODEL NUMBER DESCRIPTION
______________________________________________________________________________

SEE SCHEDULE "A" ATTACHED HERETO AND MADE A PART HEREOF FOR EQUIPMENT
DESCRIPTION.

together with all accessions, additions, replacements and substitutions thereto
and therefor and all proceeds (including insurance proceeds) thereof and
therefrom (collectively, the "Collateral"), to secure

(a) the payment of principal and interest on Debtor's promissory note dated
MARCH 31, 1994, and any additional promissory notes as may be executed and
delivered by Debtor to Secured Party evidencing additional loans; and

(b) the payment of rent and other sums due and to become due under an
Equipment Lease dated N/A, 19__, entered into between Debtor, as lessee,
and Secured Party, as lessor; and

(c) all other obligations and liabilities of Debtor to Secured Party
(whether or not evidenced by a note or other instrument or document and
whether or not for the payment of money) direct or indirect, absolute or
contingent, due or to become due, now existing or hereafter and howsoever
arising.

All of the foregoing obligations are hereafter collectively referred to as
"Indebtedness".

SECTION 1. REPRESENTATIONS AND WARRANTIES.
1. Debtor hereby represents and warrants to Secured Party, on each date
Indebtedness is incurred, that:
(a) Debtor is lawfully possessed of and has good title to the Collateral,
free and clear of all liens, encumbrances, security interests and adverse
claims except only for the security interest granted to Secured Party herein;
(b) (i) Debtor is legally organized and validly existing, in good standing
under the laws of its state of organization and is duly qualified to do
business and in good standing under the laws of each jurisdiction where the
nature of its business or the character of its properties makes it necessary
for it to so qualify to do business; (ii) Debtor has full power and authority
to execute and deliver this Security Agreement, together with all notes,
leases, agreements and instruments evidencing Indebtedness, and to pay and
perform its obligations thereunder; (iii) Debtor has full power and
authority to own its properties and carry on its business as now being
conducted; (iv) this Security Agreement and all documents evidencing
Indebtedness have been duly authorized, executed and delivered by Debtor and
constitute the valid, legal and binding obligations of Debtor enforceable in
accordance with their terms.

(c) Debtor's principal place of business is that shown at the beginning of
this Security Agreement and all other places of business of Debtor are located
as follows:____________________________________________________________________
_______________________________________________________________________________
All of the Collateral is kept at such place(s) of business.
(d) (i) The execution, delivery and payment of any and all of the documents
and instruments evidencing Indebtedness and the entering into by Debtor of this
Security Agreement and the performance of its obligations hereunder will not
violate or conflict with any of the provisions of the Certificate of
Incorporation or By-Laws of Debtor (or Debtor's Articles of Partnership, if
applicable) and will not result in any breach of, or constitute a default
under, or result in the creation of any lien, charge, security interest, or
other encumbrance in or upon any of Debtor's property or assets (except for the
security interest created hereby) pursuant to any indenture, mortgage, deed of
trust, bank loan or credit agreement, or any other instrument to which Debtor
is a party or by or under which it may be bound; (ii) no approval is required
from any public regulatory body nor from any parent, subsidiary or affiliate of
Debtor or from any other person, firm or corporation with respect to the
execution, delivery and payment upon any documents evidencing Indebtedness, the
entering into of this Security Agreement, and the performance by Debtor of its
obligations hereunder; (iii) there are no suits or proceedings pending, or to
the knowledge of Debtor threatened, in any court or before any regulatory
commission, board or other administrative governmental agency against or
affecting Debtor which will have a material adverse effect on the financial
condition or business of Debtor.
(e) All financial statements delivered to Secured Party have been prepared
in accordance with generally accepted accounting principles, applied on a
consistent basis and fairly present the financial condition of the Debtor as of
the dates and for the periods indicated therein. Since the date of such
financial statements, there has not been any changes in the business operations
or financial condition of Debtor, other than changes in the ordinary course of
business, which changes in the aggregate have not been materially adverse.

THIS CHATTEL MORTGAGE AGREEMENT IS SUBJECT TO ALL OF THE TERMS AND CONDITIONS
SET FORTH ABOVE AND ON THE REVERSE SIDE WHICH ARE MADE A PART HEREOF AND DEBTOR
ACKNOWLEDGES AND ACCEPTS THE PROVISIONS THEREOF.

IN WITNESS WHEREOF, the Debtor has caused these presents to be duly signed,
sealed and delivered as of this 31ST day of MARCH, 1994.

RIVIERA DIE & TOOL, INC.
________________________________
ATTEST: Debtor

___________________ By______________________________
Secretary Authorized Signature

(corporate seal) Its PRESIDENT
_____________________________
Title
<PAGE> 3
SECTION 2. CONFLICTS OF DEBTOR
2. Debtor further covenants and agrees with Secured Party as follows:
(a) To keep the Collateral insured against loss or damage arising out of
any risk covered by fire, vandalism, malicious mischief, theft, windstorm,
explosion and extended coverage for the full insurable value thereof, and
against all other risks against which the Secured Party may require the Debtor
to insure, with such companies and in such amounts and by policies in such form
as shall be satisfactory to the Secured Party, and to deliver all such policies
to Secured Party prior to or on the date hereof; such insurance policies shall,
by endorsement (i) name Secured Party as the sole loss payee; (ii) provide that
the policies will not be invalidated as against Secured Party because of any
violation of a condition or warranty of the policy or application therefor by
Debtor; and (iii) provide that the policies may only be materially altered or
cancelled by the insurer after thirty (30) days prior written notice to Secured
Party. Debtor hereby appoints Secured Party attorney for Debtor to prove and
adjust any losses and to endorse any loss drafts and Debtor hereby assigns to
Secured Party all sums which may become payable under such insurance, including
returned premiums and dividends as additional security hereunder. Debtor shall
give immediate written notice to Secured Party and to the insurers of any loss
or damage to the Collateral and shall promptly file proofs of loss with such
insurers.
(b) To pay, as and when the same become due, all taxes, assessments,
license fees, registration fees, and governmental charges, local, state or
federal (including any interest and/or penalties thereon) of any and every
nature, special or otherwise, levied or assessed upon the Collateral or any
portion thereof, or upon the use or operation thereof, or upon or in respect of
indebtedness or this Security Agreement.
(c) Not to sell, lease, transfer, encumber, grant security interests in or
otherwise dispose of the Collateral or any part thereof or any interest
therein, or attempt so to do, or suffer or permit any lien of any kind to
attach to any of the Collateral except in favor of the Secured Party.
(d) Not to remove or suffer or permit to be removed, any of the Collateral
from the place in which it is now located or make any modifications thereto
without the prior written consent of the Secured Party.
(e) At its sole expense, to (i) keep the Collateral in good and safe
operating order, repair and condition, and maintain and use same in a safe and
proper manner, in accordance with the requirements of any federal, state,
county, municipal, regulatory or other authority, having jurisdiction thereof
and (ii) pay for all fuel, service, inspections, overhauls, replacements,
substitutions, materials and labor necessary or desirable for the proper use,
repair, operation and maintenance of the Collateral, and (iii) maintain in
force and effect all licenses and other approvals required in connection with
the conduct of its existing business.
(f) In case of any failure of the Debtor to keep the Collateral insured and
in good repair and operating condition, or to keep the same free from liens,
security interests, encumbrances or adverse claims, or to pay taxes on or in
respect thereof, as herein covenanted, or to fully and punctually keep and
perform any other covenant hereof, then in any such case, Secured Party may
(but shall not be required so to do) pay or perform such obligation for
Debtor. Debtor covenants to reimburse Secured Party promptly for all sums paid
or advanced for any such purpose, and any other sums disbursed by Secured Party
to protect the Collateral or the lien and security interest of this Security
Agreement together with all costs, expenses and attorneys' fees paid or
incurred by Secured Party, all with interest from the date of advancement until
repaid to Secured Party at the rate of one and one-half percent (1.5%) per
month (or the maximum per annum rate of interest permitted by law, whichever is
less).
(g) To pay all filing, recording, search and other expenses incurred by the
Secured Party with respect to the perfection of its security interest in the
Collateral and confirming the priority thereof.
(h) To execute and deliver such further documents (including Uniform
Commercial Code Financing Statements) and do such further acts and things as
Secured Party may reasonably request in order to fully effect the purposes of
this Security Agreement and Secured Party's rights in the Collateral.
(i) To furnish Secured Party (i) within sixty (60) days after the end of
each quarter, unaudited quarterly financial statements of Debtor, certified to
be true and correct by its chief financial officer, and (ii) within one hundred
twenty (120) days after the close of each fiscal year of Debtor, a consolidated
Balance Sheet and Profit and Loss Statement and Source and Application of Funds
of Debtor as of the end of such year, certified by the independent public
accountants of Debtor. To the extent that Debtor is or may be required to
submit quarterly and/or annual reports and/or certifications to the Securities
and Exchange Commission, Debtor will furnish Secured Party with copies of such
reports and/or certifications at the time of the said submission of same by
Debtor.
(j) The Collateral shall remain personal property, regardless of the manner
or degree of its attachment to realty. Secured Party shall have the right, from
time to time, to come upon the Debtor's premises to protect, and during
business hours, to inspect the Collateral.

SECTION 3. DEFAULTS AND REMEDIES.
3.1 The occurrence of any of the following events shall constitute an Event of
Default hereunder:
(a) Any certificate, warranty, representation or statement made, given or
furnished to Secured Party by or on behalf of Debtor proves to have been false
in any material respect when made or furnished;
(b) Default in the payment of any Indebtedness or installment thereof, when
and as the same shall become due and payable;
(c) Default in the observance or performance of any covenant, condition or
agreement on the part of Debtor contained herein or in any other agreement of
Debtor with Secured Party;
(d) Death, bankruptcy, dissolution or liquidation of any guarantor or
surety for Debtor's obligations;
(e) Debtor shall (i) apply for or consent to the appointment of a receiver,
trustee or liquidator for any of its property, (ii) admit in writing an
inability to pay its debts as they mature, (iii) make a general assignment for
the benefit of creditors, (iv) be adjudicated a bankrupt or insolvent, (v)
file a voluntary petition in bankruptcy seeking reorganization or liquidation
(or approve, or consent to any such petition), or (vi) cease doing business as
a going concern;
(f) An order, judgment, or decree shall be entered by any court of
competent jurisdiction, without the application, approval or consent of
Debtor, appointing a receiver, trustee or liquidator of all or a substantial
part of Debtor's assets, or approving a petition seeking reorganization of
Debtor, and such order, judgment or decree shall continue unstayed and in
effect for any period of sixty (60) days;
(g) Loss, theft, or substantial damage to any of the Collateral; or
(h) Secured Party shall deem itself insecure.
3.2 If an Event of Default shall occur, Secured Party may, at its option, and
without notice or demand, declare the entire unpaid balance of the Indebtedness
to be immediately due and payable.
Upon Debtor's default, Secured Party shall have all the rights, remedies
and privileges as are afforded a secured party pursuant to the Uniform
Commercial Code in effect as of the date hereof and all other rights, remedies
and privileges allowed by law. Secured Party may take immediate possession of
the Collateral without legal process. For this purpose Secured Party or its
representatives may enter upon the premises where the Collateral may be and
remove same or maintain possession on such premises pending disposition
thereof, all without charge to or liability on the part of Secured Party, or,
upon request of Secured Party, Debtor agrees, at its expense to assemble the
Collateral and to deliver same to Secured Party at a place designated by
Secured Party no further distant from Debtor's principal place of business, as
first set forth above, than Chicago, Illinois. Debtor's obligation to assemble
and deliver the Collateral is of the essence of this Security Agreement and
accordingly, upon application to a court of equity having jurisdiction, Secured
Party shall be entitled to a decree requiring specific performance by Debtor of
said obligation. DEBTOR HEREBY EXPRESSLY WAIVES ITS RIGHTS, IF ANY, (1) TO
PRIOR NOTICE OF REPOSSESSION, AND (2) A JUDICIAL OR ADMINISTRATIVE HEARING
PRIOR TO SUCH REPOSSESSION. The proceeds of any sale or other disposition of
Collateral, less the expenses of retaking, holding, preparing for disposition,
disposing of Collateral and the like (including reasonable attorneys' fees,
collection agency fees and other legal expenses incurred by Secured Party),
shall be credited to the Indebtedness secured hereby, in such order of
preference as Secured Party may determine. The deficiency, if any, shall be
paid by Debtor to Secured Party forthwith, upon demand, with interest thereon
at the rate of one and one-half percent (1.5%) per month, but not exceeding the
lawful maximum, if any. Unless the Collateral is perishable or threatens to
decline speedily in value or is of the type customarily sold on a recognized
market, Secured Party will give Debtor reasonable notice of the time and place
of any public sale thereof or of the time after which any private sale or other
intended disposition thereof is to be made. The requirements of reasonable
notice shall be met if such notice is mailed, postage prepaid, to the address
of Debtor shown at the beginning of this Security Agreement at least five (5)
days before the time of the sale or other disposition.

SECTION 4. MISCELLANEOUS.
4. (a) This Agreement shall bind the Debtor, its successors, assigns, heirs
and other personal representatives and shall inure to Secured Party, its
successors and assigns. If there is more than one Debtor named in this Security
Agreement, the liability of each shall be joint and several.
(b) No right or remedy conferred upon Secured Party is intended to be
exclusive of any other right or remedy, but each and every such right and
remedy shall be cumulative and shall be in addition to every other remedy given
hereunder or now or hereafter existing at law or in equity, and may be
exercised separately or concurrently. The failure or delay of Secured Party to
insist upon the performance of any of the terms, covenants or conditions of
this Security Agreement, or to exercise any right, remedy or privilege herein
conferred, shall not impair or be construed as thereafter waiving any of the
foregoing.
(c) The unenforceability or invalidity of any provisions(s) of this
Security Agreement shall not render any other provision(s) unenforceable or
invalid. Where, however, the provisions of any applicable law may be waived,
they are hereby waived by Debtor to the full extent permitted by law, to the end
that this Security Agreement shall be deemed to be a valid and binding
agreement enforceable according to its terms. This Security Agreement may be
executed in several counterparts, each of which shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.
(d) This Security Agreement and such other agreements, documents and
instruments to which Debtor is a party or under which it is bound and which
describe or evidence all or part of the Indebtedness and the terms and
conditions appertaining thereto together constitute the entire agreement
between the parties and no provision of this Security Agreement or such other
agreements, documents and instruments may be changed, amended, modified, waived
or discharged orally, but only by an instrument in writing signed by the party
against which enforcement is sought.
(e) The validity, interpretation, enforcement and effect of this Security
Agreement shall be governed by and construed in accordance with the laws and
decisions of the State of Illinois. At Secured Party's election and without
limiting Secured Party's right to commence an action in any other jurisdiction
Debtor hereby submits to the exclusive jurisdiction and venue of any court
(federal, state or local) having situs within the State of Illinois, expressly
waives personal service of process and consents to service by certified mail,
postage prepaid, directed to the last known address of Debtor, which service
shall be deemed completed within ten (10) days after the date of mailing
thereof. Debtor hereby waives any objection based upon improper venue or forum
non conveniens. SECURED PARTY AND DEBTOR HEREBY WAIVE TRIAL BY JURY.

<PAGE> 4
QUITCLAIM BILL OF SALE

In consideration of a Promissory Note and Chattel Mortgage Security Agreement
dated March 31, 1994 in a principal amount of $1,963,220.70; of which
$463,220.70 was for purposes of financing the purchase of equipment described
below; and other good and valuable consideration receipt of which is hereby
acknowledged, Heller Financial, Inc. ("Seller"), a Delaware corporation, with
its principal place of business at 500 W. Monroe Street, Chicago, Illinois
60661, hereby sells and transfers to Riviera Tool Company ("Buyer"), a
Michigan corporation, with its principal place of business at 5460 Executive
Parkway, SE, Grand Rapids, Michigan 49512, the following described equipment
("Equipment"):

See Schedule "A" attached hereto and made apart hereof

THE EQUIPMENT IS SOLD IN AN "AS IS" "WHERE IS" CONDITION WITH ALL FAULTS.
SELLER HEREBY DISCLAIMS HAVING MADE OR MAKING ANY AND ALL REPRESENTATIONS OR
WARRANTIES INCLUDING, BUT NOT LIMITED TO, ANY AND ALL EXPRESS OR IMPLIED
WARRANTIES AS TO THE MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR
SUITABILITY OF THE EQUIPMENT, OR TO THE DESIGN, SAFETY OF, OR THE QUALITY OF
THE MATERIAL OR WORKMANSHIP IN THE EQUIPMENT OR ANY PART THEREOF.

Seller makes no warranty of title or that the Equipment is free of liens or
claims in favor of others, except Seller does warrant that the Equipment is
free from all liens and encumbrances placed thereon by Seller.

By acceptance of delivery of the Equipment, the Buyer acknowledges that the
Buyer has either examined the Equipment as fully as desired, or has been given
the opportunity for such examination and has refused to make such examination.

IN WITNESS WHEREOF, Seller has executed this Bill of Sale this 29th day of
April 1994.

Heller Financial, Inc.
Seller

By: Mike MacIntosh
---------------------------

Title: Operations Manager
<PAGE> 5

SCHEDULE "A"

1 of 2

SCHEDULE "A" ATTACHED TO AND MADE A PART OF THAT CERTAIN
QUITCLAIM BILL OF SALE DATED APRIL 29, 1994

Greco Systems #P-XTN Minifile, S/N BOKC14

Toyoda Machine Works, LTD #FV65 Vertical
CNC Machining Center S/N NF1979 with 32-station
Tool Changer, Including 26" X 56" Table Model
EC-40 Chip Conveyor, S/N 15692, 20/15 H.P.
Motor Fanuc System 11M Control

Cincinnati Milicron #B Electrical Discharge
Machine, S/N 1266409 including Cintrojet Model
ML-T-IV2246 Dual Solid State Power Supply, S/N
4116 J2676-0006

Bridgeport 2 H.P. Variable Speed Vertical Mill,
S/N 232050 (1986), including 9" x 42" T-Slot Table
and Acu-Rite III 2-Axis Digital Readout

Georgh Kobold (Germany) #KOD526-S12 Drill
Grinder, S/N 2718162

Bridgeport 2 H.P. Variable Speed Vertical Mill,
S/N 256305 (1990), including 9" x 48" T-Slot
Table and Acu-Rite Millmate 2-Axis Digital Readout

Bridgeport 2 H.P. Variable Speed Vertical Mill,
S/N 256302 (1990), including 9" x 48" T-Slot Table
and Acu-Rite Millmate 2-Axis Digital Readout

Bridgeport 2 H.P. Variable Speed Vertical Mill,
S/N 256208 (1990) including 9" x 48" T-Slot Table
and Acu-Rite Millmate 2-Axis Digital Readout

ME-310 Sellers Drill Sharpener

ME-114 Sterling Drill Grinder, S/N DC2988DB

Econoline #RA-42Y24 Sandblast Cabinet

S/N 2A1010 RA618 Surface Grinder, (Made in Taiwan)

Big Joe model 1518R6 die lift truck with battery
and built-in charger S/N 326358

Cincinnati Milicron Model 15VC-1000
CNC vertical milling machining center
S/N 7015-A01-89-01010, 44" x 20"
slotted production table, 26 tool
rotary magazine, coolant system,
Acramatic 850 pendant mount controls,
way covers

Model K1 radial cut-off saw, 6" max. wheel
dia., steel stand, manual feed, 1 HP motor

Trince Model 36/BP2 Sandblast cabinet
S/N 33726-9

DoAll Model V36 36" vertical metal cutting
bandsaw, 30" x 30" tilting table, model D-8W-1A
blade welder, worklight

Dake Model 25N 25-ton hydraulic utility
press, hand pumped, S/N 191283

Mitutoyo Model PN350 profile projector,
S/N 70202 Geo-Chek III, XY digital readout,
cart mounted

Cincinnati Milacron Model 15VC-1000
Cintimatic CNC vertical milling machining
center S/N 7015-A01-88-0026, 44" x 20"
slotted production table, 26 tool rotary
magazine, coolant system, Acramatic 850
pendant mount controls

Mold storage table, 13' long x 3' wide 3" channel
construction, with 1 Yale 2-ton tolley mounted
electric chaindrop hoist running the length of
the table

Bridgeport vertical turret mill, S/N 252850
9" x 48" slotted table, 2 HP variable speed
head, Anilam Miniwizard XY digital readout
worklight

Mitutoyo Model 515-319 Height Master height
guage, S/N 029865

<PAGE> 6

SCHEDULE "A"

2 of 2

SCHEDULE "A" ATTACHED TO AND MADE A PART OF THAT CERTAIN
QUITCLAIM BILL OF SALE DATED APRIL 29, 1994

Model FC-50K electronic bench scale,
50kg x 5g, digital readout with 4' x 4' florr
mounted platform

Quincy Model QE-15 horizontal tank
mounted air compressor, S/N E10391
10 HP, 2-stage aftercooler

Arrow Pneumatics Model A-45 refrigerated
air dryer, S/N 7962A

Terit Model DF-2DF8 15 HP down flow dust
collector, S/N 255530

Storch Model BOM2C 6 volt lifting Magnet
S/N 1097

Sonicor Instrument Model TS-9045/wj
ultrasonic parts cleaner, S/N 76143-0989

Economy die table, 24" x 36" top, S/N 31592
mechanical elevation, caster mounted

D.M.E. Model UF500Micro hand-held
ultraform machine

Yuasa Model 550-423 titling machine
table

Westhoff high precision horizontal drilling
machine, S/N UK-100-1-89-789N, single
spindle, 8 1/4" x 8 1/2" slotted table,
fractional HP motor, table mounted

1991 (2) A-frames, horses, 3 ton electric
crane, 10' x 8' special tools, plates

1991 Feermeclaner/Deckel self standing
collet type grinder with light S/N 90-24810

Boyar Schultz surface grinder 6 x 16 wet

Boyar Schultz surface grinder 6 x 12 wet

Lagun Republic vertical ram turret mill,
S/N SE-18853, 2 HP, 3 Phase, Accurite
readout

Sasanki cutter grinder

Hypertool grinder S/N S-30436

Midway cutter grinder, bench top collet
type

Deckel cutter grinder, bench top collet
type

K & M rotary table 12" cross slide

TOTAL

RIVIERA DIE & TOOL, INC. ("DEBTOR")

BY: Kenneth K. Rieth
----------------------
TITLE: President
----------------------

HELLER FINANCIAL, INC. ("SECURED PARTY")

BY:
----------------------
TITLE:
----------------------

<PAGE> 7
CHATTEL MORTGAGE
DELIVERY AND ACCEPTANCE CERTIFICATE

Pursuant to that certain Chattel Mortgage Security Agreement dated as of MARCH
11, 1994 ("Agreement"), by and between HELLER FINANCIAL, INC. (Secured Party)
and RIVIERA DIE & TOOL, INC. ("Debtor"), the undersigned, on behalf of Debtor
and being duly authorized to do so, does hereby certify as follows.

1. That the equipment described in the Agreement ("Collateral") was
DELIVERED to the Debtor on ______________, 1994.

2. That the Collateral has been inspected and is of an acceptable size,
design, capacity and manufacture, is in good working order, repair and
condition, and has been installed, if applicable, to the satisfaction of
Debtor.

3. That the Collateral has been ACCEPTED by the undersigned on behalf of
the Debtor for all purposes of the Agreement.

4. Secured Party is neither the manufacturer nor distributor of the
Collateral and has no knowledge of or familiarity with it. UNDERSIGNED
ACCEPTS THE COLLATERAL "AS IS" AND SECURED PARTY HAS NOT MADE, AND DOES
NOT MAKE, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE
VALUE, CONDITION, QUALITY, MATERIAL WORKMANSHIP, DESIGN, CAPACITY,
MERCHANTABILITY, DURABILITY, FITNESS OR SUITABILITY OF THE COLLATERAL
FOR ANY USE OR PURPOSE, OR ANY OTHER REPRESENTATION OR WARRANTY
WHATSOEVER, EXPRESS OR IMPLIED.

The certificate will supplement and not alter the terms of the Agreement,
and is given to induce Secured Party to finance the Collateral. This
certificate is binding on Debtor's heirs, administrators, legal representatives,
successors and assigns and will inure to the benefit of Secured Party, its
successors and assigns.

RIVIERA DIE & TOOL, INC.
----------------------------------------
(Name of Debtor)
By: Kenneth K. Reith PRESIDENT
------------------------------------
(Title)
Date: 04/29/94
-----------------------------------
<PAGE> 8

SUBORDINATION AGREEMENT

Banc One Equipment Finance, Inc. ("Secured Party"), with an office located at
111 Monument Circle, Indianapolis, Indiana 46277, has filed or intends to file
a financing statement or statements under the Uniform Commercial Code giving
notice of its security interest in all or some of the personal property,
equipment and/or inventory of Riviera Tool Company ("Debtor"), with its
principal place of business located at 5460 Executive Parkway, S.E.
Grand Rapids, MI 49512.

Secured Party understands that Heller Financial Leasing, Inc. ("Heller") has or
proposes to extend credit to Debtor, only if such extension of credit is
secured by a first and prior security interest in the following items of
personal property, equipment and/or inventory of Debtor, together with all
accessions, additions, replacements and substitutions thereto and therefor and
all proceeds (including insurance proceeds) thereof (hereinafter collectively
referred to as "Heller Collateral"):

See Exhibit I attached hereto and made a part hereof.

In order to induce Heller to make or continue to make extensions of credit to
Debtor the parties hereby agree as follows:

1. Secured Party hereby subordinates in favor of Heller any right, title and
interest that Secured Party may have or hereafter acquire in the Heller
Collateral and the proceeds thereof, provided Heller has a valid duly perfected
security interest in the Heller Collateral. If Heller's security interest shall
lapse or cease to be valid and perfected security interest in the Heller
Collateral then this Subordination Agreement shall be of no force and effect
and shall not be used to determine the priority of security interests between
Heller and Secured Party.

2. Without the prior written consent of Secured Party, after Heller makes an
initial advance of One Million Nine Hundred Sixty-three Thousand Two Hundred
Twenty Dollars and 70/100 Cents ($1,963,220.70), whether made in one lump sum
or in separate advances, Heller shall not make subsequent advances to Debtor
which are secured by the Heller Collateral.

3. Except as herein otherwise provided, priority shall be in accordance with
the Uniform Commercial Code as enacted and amended in the state of Debtor's
principal place of business.

4. Secured Party will not assign or transfer any security interest it may have
to any person without giving Heller three (3) business days' written notice and
obtaining from the assignee or transferee an agreement in the same form as this
agreement.

5. Secured Party agrees to execute and permit the filing of any documents
Heller reasonably deems appropriate to evidence this subordination.

6. This agreement shall be continuing, irrevocable and binding upon the
parties hereto, and shall inure to the benefit of the successors and assigns of
such parties so long as Debtor is indebted to Heller.

Executed as of this 6th day of April, 1994.

HELLER FINANCIAL LEASING, INC. BANC ONE EQUIPMENT FINANCE, INC.

By: Mike Macintosh By: M. P. Mattasits
------------------------------ -------------------------------

Title: Operations Manager Title: Vice President
--------------------------- ----------------------------

ATTEST: ATTEST:

By: Rosemarie Valentine By: Donna Dropp
------------------------------ -------------------------------

<PAGE> 9

EXHIBIT I
TO SUBORDINATION AGREEMENT
BETWEEN BANC ONE EQUIPMENT FINANCE, INC.
AND HELLER FINANCIAL LEASING, INC.

<TABLE>
<C> <S> <C> <C>
1 Danly Machine Specialties, Inc. 1 Wolverine Vertical Computer
#SE4-800-156X102QDC double-crank Numerically Controlled Tracer
straight-side press, Ser.#68261301 Milling Machine, Ser.#1970-0559,
air clutch and rolling die plate Model Year - 1982
28" stroke
66" shut height 1 Model 10H-2500 Computer
18" slide adjustment Numerically Controlled Horizontal
16 strokes per minute Machining Center, Serial #50021,
12" thick bolster plate, including including Acramatic 900 MC Control
air counterbalance Serial #51-590OM15F-0280, Model
#3B-38-12 die cushion Year - 1982
38" dia, 12" stroke, and 135-ton
100 hp main drive motor, 3/60/480 1 1000-Ton Straight Side Press,
7.5 hp slide adjustment motor Model S4-1000-144--84QDC, Serial
120-volt magnetic control $69280022, including 4-point drive.
Machine rebuilt in 1969.

2 Danly Machine Specialties, Inc. 1 Model DF-212000-120 1200-Ton Double
#S4-800-144X96 double-crank straight-side presses, Acting Toggle Press, Serial #45-11015,
Ser. #63182601, 63182602, including Raymar Controls. Machine
air clutch rebuilt in 1969.
28" stroke
72" shut height 1 Model FDNC-106 Vertical Copy
18' slide adjustment Milling Machine, Serial #A60-1391,
16 strokes per minute complete with all standard equipment
8" thick bolster plate, including
air counterbalance 1 Model FNC-86 Vertical Machining
#3B-38-12 die cushion Center, Serial #A61-38, complete
38" dia and 45.2-ton with all standard equipment
100 hp main drive motor, 3/60/480
7.5 hp slide adjustment motor 1 Model EDNC-85 Computer Numerically
120-volt magnetic control Controlled EiecErical Discharge Machine
Serial #A63-52

</TABLE>

Page 1 of 3
<PAGE> 10

EXHIBIT I
TO SUBORDINATION AGREEMENT
BETWEEN BANC ONE EQUIPMENT FINANCE, INC.
AND HELLER FINANCIAL LEASING, INC.

<TABLE>
<S> <C>
Greco Systems #P-XTN Minifile, S/N BOKC14 Toyoda Machine Works, LTD #FV65 Vertical
CNC Machining Center SIN NF1979 with 32-station
Cincinnati Milicron #B Electrical Discharge Machine, Tool Changer, Including 26" X 56" Table Model
Machine, S/N 1266409 including Cintrojet Model EC-40 Chip Conveyor, SIN 15692, 20/15 H.P.
ML-T-IV2246 Dual Solid State Power Supply, S/N Motor Fanuc System 11M Control
4116J2676-0006

Bridgeport 2 H.P. Variable Speed Vertical Mill, SIN Georgh Kobold (Germany) #KOD526-S12 Drill
232050 (1986), including 9" x 4T T-Slot Table and Acu- Grinder,S/N 2718162
Rite HI 2-Axis Digital Readout

Bridgeport 2 H.P. Variable Speed Vertical Mill, SIN Bridgeport 2 H.P. Variable Speed Vertical Mill,
256305 (1990), including 9" x 48" T-Slot SIN 256302 (1990), including 9" x 48" T-Slot Table
Table and Acu-Rite Millmate 2-Axis Digital Readout and Acu-Rite Millmate 2-A-xis Digital Readout

Bridgeport 2 H.P. Variable Speed Vertical Mill, SIN #ME-310 Sellers Drill Sharpener
256208 (1990), including 9" x 48" T-Slot Table and
Acu-Rite Millrnate 2-Axis Digital Readout

#ME-114 Sterling Drill Grinder, SIN DC2988DB Econoline #RA-42Y24 Sandblast Cabinet
S/N E-85-1986

HR2A618 Surface Grinder (Made in Taiwan) SIN 2A1010 Big Joe model 1518R6 die lift truck with battery
and built-in charger S/N 326358

Cincinnati Milicron Model 15VC-1000 CNC vertical Model K1 radial cut-off saw, 6" mm wheel
milling machining center SIN 7015-AO1-89-01010, 44" x dia.,steel stand, manual feed, 1 HP motor
20' slotted production table, 26 tool rotary magazine,
coolant system, Acramatic 850 pendant mount controls,
way covers

Dake Model 25N 25-ton hydraulic utility press, hand Trince Model 36/BP2 Sandblast cabinet S/N 33726-9
pumped, SIN 191283

Mitutoyo Model PN350 profile projector, SIN 70202 Geo- DoAll Model V36 36" vertical metal cutting
Chek III, XY digital readout, cart mounted bandsaw, 300" x 30" tilting table, model D-8W-LA
blade welder, worklight
Mold storage table, 13' long x 3" wide 3" channel
construction, with 1 Yale 2-ton tolley mounted
electric chaindrop hoist running the length of the Cincinnati Milacron Model 15VC-1000 Cintimatic CNC
table vertical milling machining center S/N 7015-A01-88-
0026, 44" x 20' slotted production table, 26 tool
rotary magazine, coolant system, Acramatic 850
pendant mount controls

</TABLE>
Page 2 of 3

<PAGE> 11
EXHIBIT I
TO SUBORDINATION AGREEMENT
BETWEEN BANC ONE EQUIPMENT FINANCE, INC.
AND HELLER FINANCIAL LEASING, INC.

Bridgeport vertical turret mill, S/N 252850 9" x 48" slotted table, 2 HP
variable speed head, Anilam Miniwizard XY digital readout worklight

Model FC-50K electronic bench scale, 50kg x 5g, digital readout with 4' x 4'
floor mounted platform

Arrow Pneumatics Model A-45 refrigerated air dryer, S/N 7962A

Storch Model BOM2C 6 volt lifting Magnet S/N 1907

Economy die table, 25" x 36" top, S/N 31592 mechanical elevation, caster mounted

Yuasa Model 550-423 tilting machine table

1991 (2) A-frames, horses, 3 ton electric crane, 10' x 8' special tools, plates

1991 Feermeclaner/Deckel self standing collet type grinder with light
S/N 90-24810

Boyar Schultz surface grinder 6 x 12 wet

Sasanki cutter grinder

Hypertool grinder S/N S-30436

Deckel cutter grinder, bench top collett type

Mitutoyo Model 515-319 Height Master height gauge, S/N 029865

Quincy Model QE-15 horizontal tank mounted air compressor, S/N E10391 10 HP,
2-stage aftercooler

Terit Model DF-2DF8 15 HP down flow dust collector, S/N 255530

Sonicor Instrument Model TS-9045/wj ultrasonic parts cleaner, S/N 76143-0989

D.M.E. Model UF500Micro hand-held ultraform machine

Westhoff high precision horizontal drilling machine, S/N UK-100-1-89-789N,
single spindla, 8 1/4" x 8 1/2" slotted table fractional HP motor, table mounted

Boyar Schultz surface grinder 6 x 16 wet

Lagun Republic vertical ram turret mill, S/N SE-18853, 2 HP, 3 Phase,
Accurite readout

Midway cutter grinder, bench top collet type

K & M rotary table 12" cross slide

Page 3 of 3

<PAGE> 12

EXHIBIT 10(d)

Promissory Note

$621,073.32
Indianapolis, Indiana
Dated: April 1, 1994

For Value received, the undersigned, Riviera Tool Company, a Michigan
corporation ("Borrower") promises to pay to the order of Banc One Equipment
Finance, Inc., an Indiana corporation ("Lender") at Lender's offices in
Indianapolis, Indiana, in lawful money of the United States of America the
principal sum of Six Hundred Twenty One Thousand Seventy Three Dollars and
Thirty Two Cents ($621,073.32) together with interest on the unpaid principal
balance from the date of execution of this Promissory Note until the principal
is fully paid at an annual rate equal to seven percent (7%) without relief from
valuation and appraisement laws. Interest shall be computed on the balance of
principal outstanding from time to time and shall be calculated on the basis of
365 days per year and actual days elapsed.

Borrower shall pay this Note and interest in monthly installments due and
payable on the first day of each calendar month beginning on May 1, 1994, such
monthly payments (which include both principal and interest) to be in the
amount of Ten Thousand Dollars (10,000.00) for payments from May 1, 1994 to and
including April 1, 1995, and in the amount of Fifteen Thousand Dollars
($15,000.00) for payments beginning on May 1, 1995 and thereafter until
fully paid.

A late payment processing fee equal to five percent (5%) of the applicable
payment amount (but not to exceed the highest rate permitted by law) shall be
paid on any delinquent payment which is more than five days overdue.

Borrower may prepay, in its entirety, the unpaid principal balance of this Note
plus accrued interest from the date of the last payment thereof to the date of
such prepayment without premium or penalty.

Payments shall be allocated between principal, interest and fees, if any, in
the discretion of Lender.

This Note is the Note referred to in the Security Agreement, dated as of April
1, 1994, between Borrower and Lender ("Agreement"), is secured as provided in
the Agreement and the holder hereof is entitled to the benefits thereof.

Terms defined in the Agreement shall have the same meaning when used in this
Note, unless the context shall otherwise require.

Borrower hereby waives presentment for payment, protest, notice of protest and
notice of nonpayment of this Note and any and all other
<PAGE> 13
notices or demands in connection with the delivery, acceptance, performance,
default or enforcement of this Note and hereby consents to any extensions of
time, renewals, releases of any party to this Note, waivers or modifications
that may be granted or consented to by Lender. Borrower hereby waives the
right to interpose any setoff, counterclaim or defense of any nature or
description whatsoever.

Upon the occurrence of any one or more of the Events of Default specified in the
Agreement, the amounts then remaining unpaid on this Note together with any
interest accrued may be declared to be (or, with respect to certain Events of
Default, automatically shall become) immediately due and payable as provided
therein.

In the event that Lender shall institute any action for the enforcement or the
collection of this Note, there shall be immediately due and payable, in addition
to the unpaid balance hereof, all late charges, and all costs and expenses of
such action, including attorneys' fees.

Borrower agrees that its liability hereunder is absolute and unconditional
without regard to the liability of any other party and that no delay on the part
of Lender in exercising any power or right hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any power or right
hereunder preclude other or further exercise thereof or the exercise of any
other power or right.

This Note shall be governed by, and construed and interpreted in accordance
with, the laws of the State of Indiana.

Borrower irrevocably consents to the jurisdiction and venue of any state or
federal court in Marion County, Indiana, and waives all rights to trial by jury,
in any action or proceeding brought on any matter whatsoever arising out of, in
connection with or in any way related to this instrument.

ATTEST: RIVIERA DIE & TOOL, INC.

By: /S/ Douglas Nienhuis By: /S/ Kenneth K. Rieth
-------------------------- ------------------------
Title: PRESIDENT
---------------------

<PAGE> 14

SECURITY AGREEMENT

This Agreement is made as of April 1, 1994 by and between Banc One Equipment
Finance, Inc. ("Banc One"), with Banc One's mailing address being at 111
Monument Circle, Indianapolis, Indiana 46277 and Debtor(s) identified at the
end of this Agreement ("Debtor").

1. Grant of Security Interest. For valuable consideration, receipt of
which is hereby acknowledged, Debtor grants, pledges and assigns to Banc One a
security interest in all of Debtor's respective right, title and interest,
purchase money as appropriate, in and to the property which is purchased with
the proceeds of the Obligations and all property described in the attached
Exhibit A, now or hereafter arising or acquired, wherever located, together
with any and all contract rights in such property, additions, accessions,
parts, accessories, substitutions and replacements thereof, now or hereafter
installed in, affixed to or used in connection with said property, in all
products and proceeds thereof, cash and non-cash, including, but not limited
to, proceeds of notes, checks, instruments, indemnity proceeds, or any
insurance on such and any refund or rebate of premiums on such ("Collateral"),
to secure the prompt payment and complete performance of the Obligations (as
hereinafter defined); provided, however, that the Collateral shall not include
any Hazardous Materials (as hereinafter defined), except for any Hazardous
Materials (a) which are and/or hereafter will be handled, stored and contained
in accordance with all applicable Hazardous Materials Laws (as hereinafter
defined), (b) which either (i) are and/or will be hereafter used or useful in
the ordinary course of business of Debtor or (ii) have a resale or salvage
value which exceeds the cost of disposing of such Hazardous Materials, and (c)
which are disclosed in writing to Banc One as to its hazardous nature.

2. Secured Obligations. This Agreement secures the prompt payment and
complete performance in full when due, whether at maturity, by acceleration,
demand or otherwise, of the Promissory Note of the Debtor in the original
principal sum of $621,073.32, and dated April 1, 1994, and any and all
renewals, extensions or substitutions therefor, and also any and all other
liabilities of Debtor to Banc One, direct or indirect, absolute or contingent,
due or to become due, now existing or hereafter arising, and without
limitation, all indebtedness, debts and liabilities (including principal,
interest, late charges, collection costs, attorney fees and the like)
("Obligations"). It is Debtor's express intention that this Agreement and the
continuing security interest granted hereby, in addition to covering all
present Obligations of Debtor to Banc One, shall extend to all future
Obligations of Debtor to Banc One, whether or not such Obligations are reduced
or entirely extinguished and thereafter increased or are reincurred, whether or
not such Obligations are related to the indebtedness identified above by class,
type or kind and whether or not such Obligations

1
<PAGE> 15
are specifically contemplated by Debtor and Banc One as of the date hereof. The
absence of any reference to this Agreement in any documents, instruments or
agreements evidencing or relating to any Obligations secured hereby shall not
limit or be construed to limit the scope of this Agreement.

3. Location(s) of Collateral. The Collateral will be kept at the
following location ("Location"): 5460 Executive Parkway, Grand Rapids, Michigan
49512

4. Representations, Warranties and Covenants. Debtor represents,
warrants, covenants and agrees as follows:

(a) Debtor is and will continue to be (or, with respect to after
acquired property, will be when acquired), the legal and beneficial owner of the
Collateral free and clear of any lien, security interest, mortgage, charge or
encumbrance except for the security interest created by this Agreement and the
security interest granted to Heller Financial Leasing, Inc. and except for liens
in favor of NBD Grand Rapids, NA and Comerica Bank which liens shall be junior
to the lien of Banc One. Except as previously disclosed to Banc One in writing,
no effective Uniform Commercial Code ("UCC") financing statement or other
instrument covering all or any part of the Collateral is on file in any
recording office, except those in favor of Banc One;

(b) Debtor will join with Banc One in executing such financing
statements, security agreements or other instruments in form satisfactory to
Banc One upon Banc One's request and, in the event for any reason the
law of any jurisdiction becomes or is applicable to the Collateral or any part
thereof, or to any Obligation owed to Banc One, Debtor agrees to execute and
deliver all such instruments and to do all of such other things as may be
reasonably necessary or appropriate to preserve, protect and enforce the
security interest and lien of Banc One under the law of such jurisdiction to
the extent such security interest would be protected under that jurisdiction's
UCC;

(c) The Collateral is not attached or affixed to real estate in such a
manner that it would become a fixture thereto or an accession to other goods
without prior disclosure, notification to and approval by Banc One in addition
to the execution of an owner/mortgagee/landlord release/waiver in favor of Banc
One;

(d) Debtor at its sole expense shall keep each item of Collateral
insured against all risks of loss or damage from every cause whatsoever for the
full replacement value of such item of Collateral. Debtor at its sole expense
shall carry public liability and property damage insurance protecting Debtor
from liabilities for injuries to persons and damage to property of others
relating in any way to the Collateral. Debtor at its sole expense shall carry
environmental risk insurance should any of the

2
<PAGE> 16
collateral include Hazardous Materials. Debtor shall deliver to Banc One
satisfactory evidence of such coverage. Proceeds of any insurance covering
damage or loss of the Collateral shall be payable to Banc One as one of the loss
payees and shall be applied toward (a) the replacement, restoration or repair of
the Collateral, or (b) payment of the obligations of Debtor to Heller Financial
Leasing, Inc. and/or Banc One secured by the Collateral. Each insurance policy
will require that the insurer give Banc One at least 30 days prior written
notice of any cancellation of such policy and will require that Banc One's
interests be continued insured regardless of any act, error, omission, neglect
or misrepresentation of Debtor. The insurance maintained by Debtor shall be
primary without any right of contribution from insurance which may be maintained
by Banc One. If Debtor does not keep the Collateral insured as required herein
and/or fails to supply Banc One with evidence of that insurance, Banc One shall
have the right, in its sole discretion, to obtain insurance in amounts
sufficient to fully protect its interest, without notifying Debtor. Debtor
agrees that Banc One shall have the right, in its sole discretion, to determine
the manner in which Debtor shall reimburse Banc One for the premium for such
insurance, including but not limited to (a) requiring Debtor to immediately
reimburse Banc One for the premium and other costs it incurs or (b) adding that
amount directly to the principal balance of any of the Obligations. Debtor will
pay interest on any amount added to the principal balance at the highest rate
set forth in any of such Obligation(s);

(e) Debtor will pay promptly when due all taxes, assessments and
governmental charges upon or against Debtor, the Collateral or the property or
operations of Debtor, in each case before same becomes delinquent and before
penalties accrue thereon, unless and to the extent that same are being contested
in good faith by appropriate proceedings. At its option, Banc One may discharge
taxes, liens or security interests or other encumbrances at any time placed on
the Collateral and may pay for maintenance and preservation of the Collateral,
all at Debtor's expense;

(f) Debtor agrees it will, at its sole expense: (a) repair and maintain
the Collateral in good condition and working order and supply and install all
replacement parts or other devices when required to so maintain the Collateral
or when required by applicable law or regulation, which parts or devices shall
automatically become part of the Collateral; (b) use and operate the Collateral
in a careful manner in the normal course of its business and only for the
purposes for which it was designed in accordance with the manufacturer's
warranty requirements, and comply with all laws and regulations relating to the
Collateral, and obtain all permits or licenses necessary to install, use or
operate the Collateral; and (c) make no alterations, additions, subtractions,
upgrades or improvements to the Collateral without Banc One's prior written
consent, but any such alterations, additions, upgrades or improvements shall
automatically become part

3
<PAGE> 17
of the Collateral. The Collateral will not be used or located outside of the
United States. Debtor agrees to permit Banc One (or its agents) the right to
inspect the Collateral during Debtor's business hours.

(g) Debtor will, in the event of appropriation or taking of all or any
part of the Collateral, give Banc One prompt written notice thereof. Banc One
shall be entitled to receive directly, and Debtor shall promptly pay over to
Banc One, any awards or other amounts payable with respect to such condemnation,
requisition or other taking and in its sole discretion may apply the proceeds as
it deems best without regard to whether an Event of Default has or has not
occurred;

(h) At least thirty (30) days prior to the occurrence of the event,
Debtor will deliver to Banc One written notice of any addition change in
Debtor's name, identity or legal structure;

(i) Debtor will defend the Collateral against all claims and demands of
all persons at any time claiming the same or an interest therein;

(j) Debtor will from time to time execute and deliver to Banc One such
lists, descriptions and designations of Collateral as Banc One may require to
identify the nature, extent and location of the Collateral;

(k) Debtor is in material compliance with all Federal, State and local
laws, statutes, ordinances, regulations, rulings and interpretations relating to
industrial hygiene, public health or safety, environmental conditions, the
protection of the environment, the release, discharge, emission or disposal to
air, water, land or ground water, the withdrawal or use of ground water or the
use handling, disposal, treatment, storage or management of or exposure to
Hazardous Materials ("Hazardous Materials Laws"), the violation of which would
have a material effect on its business, its financial condition or the
Collateral. The term "Hazardous Materials" means any flammable materials,
explosives, radioactive materials, pollutants, toxic substances, hazardous
water, hazardous materials, hazardous substances, polychlorinated biphenyls,
asbestos, urea formaldehyde, petroleum (including its derivatives, by-products
or other hydrocarbons) or related materials or other controlled, prohibited or
regulated substances or materials, including, without limitation, any
substances defined or listed as or included in the definition of "hazardous
substances, "hazardous wastes", "hazardous materials", "pollutants" or "toxic
substances" under any Hazardous Materials Laws. Debtor has not received any
written or oral communication or notice from any judicial or governmental entity
nor is it aware of any investigation by any agency for any violation of any
Hazardous Materials Law;

4
<PAGE> 18
(1) All representations, warranties, covenants and agreements set forth
herein and all information furnished by Debtor concerning the Collateral or
otherwise in connection with the Obligations, shall be at the time same is
furnished, accurate, correct and complete in all material respects as of the
date hereof, on the date upon which Debtor acquires any of the Collateral or
any rights therein not presently acquired or existing and shall continue until
the Obligations are paid in full.

5. Appointment of Attorney-in-Fact. Debtor hereby irrevocably
appoints Banc One or its designee as Debtor's attorney in fact, with full
authority in the place instead of Debtor, from time to time in Banc One's
discretion prior to, upon, during, and after an Event of Default, to take any
action and to execute any instrument which Banc One may deem necessary or
advisable to accomplish the purposes of this Agreement, including without
limitation, (a) to perfect and continue to perfect the security interests
created by this Agreement; (b) to ask, demand, collect or sue for, recover,
compound, receive and give acquittance in receipts for any monies due or become
due under or in respect for any Collateral; (c) to receive, endorse and collect
any drafts or other instruments, documents and chattel paper, in connection with
the Collateral; and (d) to file any claims or take any action or institute any
proceeding which Banc One may deem necessary or desirable for the collection of
any Collateral or otherwise to enforce the rights of Banc One in the Collateral.

6. Events of Default. The following events shall be "Events of
Default" under this Agreement: (a) default by Debtor in performance of any
covenant or agreement herein; (b) any warranty, representation or statement made
or furnished to Banc One by or on behalf of Debtor in connection with this
Agreement or to induce Banc One to make a loan or extend other credit to Debtor,
proving to have been false in any material respect when made or furnished; (c)
default by Debtor in performance of any covenant or agreement or in any payment
obligation contained in any Obligation; (d) default by Debtor in performance of
any covenant or agreement contained in any letter or agreement executed in
conjunction with any Obligation; (e) death, dissolution, termination of
existence, insolvency, business failure, appointment of a receiver of any part
of the property of, assignment for the benefit of creditors by or the
commencement of any proceeding under any bankruptcy or insolvency laws by or
against Debtor or any guarantor or surety for Debtor; (f) any uninsured loss,
theft, damage or destruction of the Collateral; (g) the making of any levy,
seizure or attachment of any Collateral; (h) refusal to surrender the Collateral
as herein above provided; or (i) if Banc One shall for any reason deem itself
insecure as to the prospect of payment of any Obligation.

5
<PAGE> 19
7. Rights upon Default. If any Event of Default shall occur, then:

(a) Banc One may, at its option and without notice, declare the unpaid
balance of any or all of the Obligations immediately due and payable and this
Agreement and any or all of the Obligations in default;

(b) All payments received by Debtor under or in connection with any of
the Collateral shall be held by Debtor in trust for Banc One and Heller
Financial Leasing, Inc. ("Heller"), shall be segregated from other funds of
Debtor and shall forthwith upon receipt by Debtor be turned over to Banc One or
Heller in the same form as received by Debtor (duly endorsed by Debtor to Banc
One or Heller, if required). Subject to Heller's right to priority as set forth
in the Subordination Agreement dated as of April 1, 1994 between Banc One and
Heller, any and all such payments so received by Banc One (whether from Debtor
or otherwise) may, in the sole discretion of Banc One, be held by Banc One, or
then or at any time thereafter be applied in whole or in part by Banc One
against, all or any part of the Obligations in such order as Banc One may elect;

(c) Banc One shall have the rights and remedies of a secured party
under this Agreement, under any other instrument or agreement securing,
evidencing or relating to the Obligations and under the UCC as adopted in the
state where Banc One's principal office is located or other applicable laws.
Without limiting the generality of the foregoing, Banc One shall have the right
to take possession of the Collateral in full or in part and for that purpose
Banc One may enter upon any premises on which the Collateral may be situated and
remove the Collateral therefrom;

(d) Without demand of performance or other demand, advertisement or
notice of any kind (except the notice(s) specified below regarding the time and
place of public sale or disposition or time after which a private sale or
disposition is to occur) to Debtor, any Obligor or any other person or entity
(all and each of which demands, advertisements and/or notices are hereby
expressly waived), Banc One may forthwith collect, receive, appropriate and
realize upon the Collateral, in full or in any part thereof, may abandon, not
claim or not take possession of any Collateral, and/or may forthwith sell,
lease, assign, give an option or options to purchase or sell or otherwise
dispose of and deliver the Collateral (or contract to do so), or any part
thereof, in one or more parcels at public or private sale(s) at any of Banc
One's offices or elsewhere at such price(s) as Banc One may determine, for cash
or on credit or for future delivery without assumption of any credit risk. Banc
One shall have the right upon any public sale(s), and, to the extent permitted
by law, upon any such private sale(s), to purchase the whole or any part of the
Collateral so sold, free of any right or equity of redemption of Debtor;

6
<PAGE> 20
(e) Debtor, at Banc One's request, will assemble the Collateral
and make it available to Banc One at such place(s) as Banc One may
reasonably select, whether at Debtor's place(s) of business and/or the Location
of Collateral or elsewhere. Debtor further agrees to allow Banc One to use or
occupy Debtor's place(s) of business and/or Location of Collateral, without
charge, for the purpose of effecting Banc One's remedies in respect to the
Collateral;

(f) Banc One shall apply the net proceeds of any such collection,
recovery, receipt, appropriation, realization or sale, after deducting all
reasonable costs and expenses of every kind incurred in connection therewith or
incidental to the care or safekeeping of any or all of the Collateral or in any
way relating to the rights of Banc One hereunder, including attorneys' fees and
legal expenses, to the payment in whole or in part of the Obligations, in such
order as Banc One may elect, and only after or applying over such net proceeds
and after the payment by Banc One of any other amount required by any provision
of law, need Banc One account for the surplus, if any, to Debtor;

(g) To the extent permitted by applicable law, Debtor waives all
claims, damages and demands against Banc One arising out of the repossession,
retention, sale or disposition of the Collateral;

(h) Debtor agrees that Banc One need not give more than ten (10)
calendar days' notice, addressed to Debtor at Debtor's mailing address set
forth above, of the time and place of any public sale or of the time after which
a private sale may take place and that such notice is reasonable notification of
such matters; and

(i) Debtor shall remain liable for any deficiency if the proceeds of
any sale or disposition of the Collateral are insufficient to pay all amounts to
which Banc One is entitled.

(j) All rights of Banc One contained herein are junior to and subject
to the prior secured rights of Heller Financial Leasing, Inc. as set forth in
the Subordination Agreement dated as April 1, 1994 between Banc One and Heller
Financial Leasing, Inc.

8. Processing of Collateral After an Event of Default. Debtor hereby
agrees that Banc One or its designee may do whatever Banc One in its sole
discretion deems to be commercially reasonable to prepare any Collateral for
disposition and to dispose of any Collateral, including without limitation
operating any of Debtor's manufacturing or other processes relating to the
Collateral and using patents, copyrights, trademarks, trade names, trade
secrets, rights under manufacturer's warranties, and the like relating to or
affecting such processes or the Collateral and disposition thereof, and that
Debtor shall not do anything which would restrict Banc One's right so to act.
Banc One may transfer Collateral into its name or that of a nominee and receive
the dividends, royalties or

7
<PAGE> 21

income thereof. Banc One shall have no duty as to the collection or protection
of the Collateral or any income therefrom, nor as the preservation of rights
against prior parties, not as to the preservation of any right pertaining
thereto. All rights of Banc One contained herein are junior to and subject to
the prior secured rights of Heller Financial Leasing, Inc. as set forth in the
Subordination Agreement dated as April 1, 1994 between Banc One and Heller
Financial Leasing, Inc.

9. Construction of Rights and Remedies and Waiver of Notice and
Consent. Unless otherwise expressly provided herein, (a) any right or remedy of
Banc One may be pursued without notice to or further consent of Debtor, both of
which Debtor hereby expressly waives; (b) each right or remedy is distinct from
but cumulative to each other right or remedy and may be exercised independently
of concurrently with, or successively to any other right and remedy; (c) no
extension(s) of time and/or modification(s) of amortization of any Obligation
shall release the liability of or bar the availability of any right or remedy
against Debtor, and Banc One shall not be required to commence proceedings
against Debtor or to extend time for payment or otherwise to modify
amortization of any Obligation; and (d) Banc One has the right to proceed at
its election against any or all of the Collateral, against all such property
together or against any items thereof from time to time, and not action against
any item(s) of property shall bar subsequent actions against any other item(s)
of property.

10. Extensions and Compromises. With respect to any Collateral or any
Obligation, Debtor assents to all extensions or postponements to the time of
payment thereof or any other indulgence in connection therewith, to each
substitution, exchange or release of Collateral, to the release of any party
primarily or secondarily liable, to the acceptance of partial payment thereof or
to the settlement or compromise thereof, all in such matter and such time or
times as Banc One may deem advisable. No forbearance in exercising any right or
remedy on any one or more occasions shall operate as a waiver thereof on any
future occasion; and no single or partial exercise of any right or remedy shall
preclude any other exercise thereof or the exercise of any other right or
remedy.

11. Indemnity and Expenses. (a) Debtor agrees to indemnify Banc One
from any and all claims, losses and liabilities growing out of or resulting from
this Agreement; (b) Debtor will upon demand pay or reimburse Banc One, as the
case may be, the amount of any and all expenses, including fees and
disbursements of counsel, experts and agents, which Banc One may incur in
connection with, (i) the administration of this Agreement; (ii) the custody,
preservation, use or operation of, or the sale of, collections from, or other
realization upon any Collateral; (iii) the exercise or enforcement of any of the
rights of Banc One hereunder; or (iv) the failure by Debtor to perform or
observe any of the provisions

8
<PAGE> 22
hereof. Upon Debtor's failure to promptly pay any said amount, Banc One may add
said amount to the principal amount owed on any Obligation and charge interest
on the same at the rate of interest as set forth in said Obligation; (c) Debtor
shall fully and promptly pay, perform, discharge, defend, indemnify and hold
harmless Banc One from any and all claims, orders, demands, causes of action,
proceedings, judgments, or suits and all liabilities, losses, costs or
expenses (including, without limitation, technical consultant fees, court
costs, expenses paid to third parties and reasonable legal fees) and damages
arising out of, or as a result of (i) any release, discharge, deposit, dump,
spoil, leak or placement of any Hazardous Material into or on any Collateral or
property owned, leased, rented or used by Debtor (the "Property") at any time;
(ii) any contamination of the soil or ground water of the Property or damage to
the environment and natural resources of the Property or the result of actions
whether arising under any Hazardous Materials Law, or common law; or (iii) any
toxic, explosive or otherwise dangerous Hazardous Materials which have been
buried beneath or concealed with the Property. The indemnities set forth in
this paragraph shall survive termination of this Agreement and shall be
effective for the full dollar amount of any said cost, expense, etc.,
regardless of the actual dollar amount of any Obligation(s).

12. Miscellaneous. (a) Any notice, statement, request, demand,
consent, or other document required to be given hereunder (any of which may be
referred to as "notice") by either party shall be in writing and shall be
delivered personally or by certified or registered mail, postage prepaid,
return receipt requested, to the last known address of said party. When
personally delivered, any notice shall be deemed given when actually received.
Except as otherwise provided herein, a notice shall be deemed given when
mailed. Any mailed notice given pursuant to this section shall be deemed
reasonable and shall be effective, regardless of whether actually received; (b)
this Agreement shall be construed and interpreted under the laws of the State
of Indiana; (c) this Agreement shall be binding upon Debtor, Debtor's personal
representatives, heirs, successors and assigns, as the case may be, and shall
be binding upon the inure to the benefit of Banc One and its successors and
assigns. Debtor cannot assign this Agreement; (d) this Agreement may be
amended, but only by a written amendment signed by Banc One and Debtor; (e) if
any provisions of this Agreement or the application of any provision to any
party or circumstance shall, to any extent, be adjudged invalid or
unenforceable, the application of the remainder of such provision to such party
or circumstance, the application of such provision to other parties or
circumstances, and the application of the remainder of this Agreement shall not
be affected thereby; (f) the headings contained in this Agreement have been
inserted for convenience of reference only and are not to be used to
interpreting this Agreement; (g) where appropriate, the number of all words in
this Agreement shall be both singular and plural and

9
<PAGE> 23

the gender of all pronouns shall be masculine, feminine, neuter, or any
combination thereof; (h) a carbon, photographic or other reproduction of this
Agreement or a financing statement shall be sufficient as a financing statement
and may be filed as such whenever necessary or desirable, in Banc One's opinion,
to perfect the security interest granted by this Agreement; (i) Banc One may
correct patent errors herein, may fill in any blank spaces herein and may date
this Agreement; (j) if more than one signer executes this instrument, the word
"Debtor" as used herein shall be deemed to include all such signers, and all of
the warranties, representations, covenants and obligations hereof shall be
joint and several of and for all such signers; (k) this Agreement shall take
effect when signed by Debtor; and (1) time is of the essence of all requirements
of Debtor hereunder.

All parties to this Agreement, including Debtor and Banc One, irrevocably
consent to the jurisdiction and venue of any state or federal court in Marion
County, Indiana, and waive all rights to trial by jury, in any action,
proceeding or counterclaim brought by any party against any other party on any
matter whatsoever arising out of, in connection with or in any way related to
this Agreement.

RIVERA DIE & TOOL, INC. ("Debtor")

Witness: /s/ Douglas Nienhuis By: /s/ Kenneth K. Rieth
------------------------------ ------------------------------
Title: PRESIDENT
---------------------------

Accepted and Agreed to:

BANC ONE EQUIPMENT FINANCE, INC.

By:
-----------------------------
Title:
--------------------------

10
<PAGE> 24
EXHIBIT A
TO SECURITY AGREEMENT DATED APRIL 1, 1994
BY RIVIERA DIE & TOOL, INC.
IN FAVOR OF BANC ONE EQUIPMENT FINANCE, INC.

<TABLE>
<C> <S> <C> <C>
1 Danly Machine Specialties, Inc. 1 Wolverine Vertical Computer
#SE4-800-156x102QDC double-crank Numerically Controlled Tracer
straight-side press die plate Milling Machine, Ser. #1970-0559
air clutch and rolling die plate Model Year - 1982
28" stroke
66" shut height 1 Model 10H-2500 Computer
18" slide adjustment Numerically Controlled Horizontal
16 strokes per minute Machining Center, Serial #50021
12" thick bolster plate, including including Acramatic 900 MC Control
air counterbalance Serial #51-5900M15F-0280, Model
#3B-38-12 die cushion Year - 1982
38" dia, 12" stroke, and 135-ton
100 hp main drive motor, 3/60/480 1 1000-Ton Straight Side Press,
7.5 hp slide adjustment motor Model S4-1000-144-84QDC, Serial
120-volt magnetic control $69280022, including 4-point drive.
Machine rebuilt in 1969.

2 Danly Machine Specialist 1 Model DF-212000-120 1200-Ton Double
#S4-800-144X96 double crank straight Acting Toggle Press Serial #45-11015,
side presses, Ser. #63182601, 63182602, including Raymar Controls. Machine
air clutch rebuilt in 1969.
28" stroke
72" shut height 1 Model FDNC-106 Vertical Copy
18" slide adjustment Miller Machine, Serial #A60-1391,
16 strokes per minute complete with all standard equipment
8" thick bolster plate, including
air counterbalance 1 Model FNC-86 Vertical Machining
#3B-38-12 die cushion Center, Serial #A61-38, complete
38" dia and 45.2-ton with all standard equipment
100 hp main drive motor, 3/60/480
7.5 hp slide adjustment motor 1 Model EDNC-85 Computer Numerically
120-volt magnetic control Controlled Electrical Discharge Machine
Serial #A63-52
</TABLE>

INITIALS:
RIVIERA DIE & TOOL, INC.
---------

Page 1 of 3
<PAGE> 25
EXHIBIT A
TO SECURITY AGREEMENT DATED APRIL 1, 1994
BY RIVIERA DIE & TOOL, INC.
IN FAVOR OF BANC ONE EQUIPMENT FINANCE, INC.

<TABLE>
<C> <C>
Greco Systems #P-XTN Minifile, S/N BOKC14 Toyoda Machine Works, LTD #FV65 Vertical
CNC Machining Center S/N NF1979 with 32-station
Cincinnati Milicron #B Electrical Discharge Tool Changer, Including 26" X 56" Table Model
Machine, S/N 1266409 including Cintrojet Model EC-40 Chip Conveyor, S/N 15692, 20/15 H.P.
ML-T-1V2246 Dual Solid State Power Supply, S/N Motor Fanuc System 11M Control
4116J2676-0006

Bridgeport 2 H.P. Variable Speed Vertical Mill, Georgh Kobold (Germany) #KOD526-S12 Drill
S/N 232050 (1986), including 9" x 42" T-Slot Table Grinder, S/N 2718162
and Acu-Rite III 2-Axis Digital Readout

Bridgeport 2 H.P. Variable Speed Vertical Mill, Bridgeport 2 H.P. Variable Speed Vertical Mill,
S/N 256305 (1990), including 9" x 48" T-Slot S/N 256302 (1990), including 9" x 48" T-Slot Table
Table and Acu-Rite Millmate 2-Axis Digital Readout and Acu-Rite Millmate 2-Axis Digital Readout

Bridgeport 2 H.P. Variable Speed Vertical Mill, #ME-310 Sellers Drill Sharpener
S/N 256208 (1990), including 9" x 48" T-Slot Table
and Acu-Rite Millmate 2-Axis Digital Readout

#ME-114 Sterling Drill Grinder, S/N DC2988DB Econoline #RA-42Y24 Sandblast Cabinet
S/N E-85-1986

HR2A618 Surface Grinder (Made in Taiwan) Big Joe model 1518R6 die lift truck with battery
S/N 2A1010 and built-in charger S/N 326358

Cincinnati Milicron Model 15VC-1000 Model K1 radial cut-off saw, 6" max. wheel
CNC vertical milling machining center dia., steel stand, manual feed, 1 HP motor
S/N 7015-A01-89-01010, 44" x 20"
slotted production table, 26 tool Trince Model 36/BP2 Sandblast cabinet
rotary magazine, coolant system, S/N 33726-9
Acramatic 850 pendant mount controls,
way covers DoAll Model V36 36" vertical metal cutting
bandsaw, 30" x 30" tilting table, model D-8W-1A
Dake Model 25N 25-ton hydraulic utility blade welder, worklight
press, hand pumped, S/N 191283

Mitutoyo Model PN350 profile projector, Cincinnati Milacron Model 15VC-1000
S/N 70202 Geo-Chek III, XY digital readout, Cintimatic CNC vertical milling machining
cart mounted center S/N 7015-A01-88-0026, 44" x 20"
slotted production table, 26 tool rotary
Mold storage table, 13' long x 3' wide 3" channel magazine, coolant system, Acramatic 850
construction, with 1 Yale 2-ton tolley mounted pendant mount controls
electric chaindrop hoist running the length of
the table
</TABLE>

INITIALS:
RIVIERA DIE & TOOL, INC.
-------

Page 2 of 3
<PAGE> 26
EXHIBIT A
TO SECURITY AGREEMENT DATED APRIL 1, 1994
BY RIVIERA DIE & TOOL, INC.
IN FAVOR OF BANC ONE EQUIPMENT FINANCE, INC.

<TABLE>
<S> <C>
Bridgeport vertical turret mill, S/N 252850 Mitutoyo Model 515-319 Height Master height
9" x 48" slotted table, 2 HP variable speed gauge, S/N 029865
head, Anilam Miniwizard XY digital readout
worklight

Model FC-50K electronic bench scale, Quincy Model QE-15 horizontal tank
50kg x 5g, digital readout with 4' x 4' floor mounted air compressor, S/N E10391
mounted platform 10 HP, 2 stage aftercooler

Arrow Pneumatics Model A-45 refrigerated Terit Model DF-2DF8 15 HP down flow dust
air dryer, S/N 7962A collector, S/N 255530

Storch Model BOM2C 6 volt lifting Magnet Sonicor Instrument Model TS-9045/wj
S/N 1907 ultrasonic parts cleaner, S/N 76143-0989

Economy die table, 25" x 36" top, S/N 31592 D.M.E. Model UF500Micro hand-held
mechanical elevation, caster mounted ultraform machine

Yuasa Model 550-423 tilting machine Westhoff high precision horizontal drilling
table machine, S/N UK-100-1-89-789N, single
spindla, 8 1/4" x 8 1/2" slotted table
1991 (2) A-frames, horses, 3 ton electric fractional HP motor, table mounted
crane, 10' x 8' special tools, plates

1991 Feermeclaner/Deckel self-standing Boyar Schultz surface grinder 6 x 16 wet
collect type grinder with light S/N 90-24810

Boyar Shultz surface grinder 6 x 12 wet Lagun Republic vertical ram turret mill,
S/N SE-18853, 2 HP, 3 Phase, Accurite
Sasanki cutter grinder readout

Hypertool grinder S/N S-30436 Midway cutter grinder, bench top collect type

Deckel cutter grinder, bench top collect type K & M rotary table 12" cross slide

</TABLE>

INITIALS:
RIVIERA DIE & TOOL, INC.
------

Page 3 of 3
<PAGE> 27
EXHIBIT 10(e)

INDUSTRIAL/OFFICE LEASE

Between

Greenbrook Limited Partners/Riviera,
a Michigan limited partnership

and

Riviera Tool Company,
a Michigan corporation
<PAGE> 28

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
ARTICLE I. Definitions . . . . . . . . . . . . . . . . . . . 2
ARTICLE II. Premises . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE III. Possession; Early Access; Tenant Buildout . . . . 4
ARTICLE IV. Rent - Security Deposit . . . . . . . . . . . . . 8
ARTICLE V. Lease Extension Options . . . . . . . . . . . . . 10
ARTICLE VI. Taxes and Assessments . . . . . . . . . . . . . . 11
ARTICLE VII. Use . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE VIII. Maintenance of Premises . . . . . . . . . . . . . 14
ARTICLE IX. Signs . . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE X. Insurance . . . . . . . . . . . . . . . . . . . . 16
ARTICLE XI. Damage or Destruction . . . . . . . . . . . . . . 20
ARTICLE XII. Liens . . . . . . . . . . . . . . . . . . . . . . 22
ARTICLE XIII. Alterations and Improvements . . . . . . . . . . . 23
ARTICLE XIV. Condemnation . . . . . . . . . . . . . . . . . . . 24
ARTICLE XV. Rent Absolute . . . . . . . . . . . . . . . . . . 25
ARTICLE XVI. Assignment-Subletting by Tenant . . . . . . . . . 26
ARTICLE XVII. Indemnity for Litigation . . . . . . . . . . . . . 28
ARTICLE XVIII. Estoppel Certificate . . . . . . . . . . . . . . . 28
ARTICLE XIX. Condition and Inspection of Premises . . . . . . . 29
ARTICLE XX. Fixtures . . . . . . . . . . . . . . . . . . . . . 30
ARTICLE XXI. Default . . . . . . . . . . . . . . . . . . . . . 30
ARTICLE XXII. Landlord's Performance of Tenant's Covenants . . . 34
ARTICLE XXIII. Exercise of Remedies . . . . . . . . . . . . . . . 35
ARTICLE XXIV. Subordination to Mortgages . . . . . . . . . . . . 36
ARTICLE XXV. Indemnity and Waiver . . . . . . . . . . . . . . . 36
ARTICLE XXVI. Surrender . . . . . . . . . . . . . . . . . . . . 38
ARTICLE XXVII. Covenant of Quiet Enjoyment . . . . . . . . . . . 40
ARTICLE XXVIII. Purchase Option . . . . . . . . . . . . . . . . . 40
ARTICLE XXIX. Short Form Lease . . . . . . . . . . . . . . . . . 42
ARTICLE XXX. Notices . . . . . . . . . . . . . . . . . . . . . 42
ARTICLE XXXI. Covenants Binding Upon Successors and
Assigns . . . . . . . . . . . . . . . . . . . . 43
ARTICLE XXXII. Time of Essence . . . . . . . . . . . . . . . . . 44
ARTICLE XXXIII. Miscellaneous . . . . . . . . . . . . . . . . . . 44
</TABLE>
<PAGE> 29

INDUSTRIAL/OFFICE LEASE

THIS LEASE, made this 1st day of November, 1988, by and between
Greenbrook Limited Partners/Riviera, a Michigan limited partnership,
hereinafter called "LANDLORD", and RIVIERA DIE & TOOL, INC., a Michigan
corporation, hereinafter called "TENANT".

R E C I T A L S :

Landlord is causing a mixed use industrial and office building
containing manufacturing and office space of approximately 178,000 square feet
of total rentable area, to be constructed by Meadowbrooke Business Park
Associates Limited Partnership, a Michigan Limited Partnership (the
"Meadowbrooke Partnership") on a parcel of real estate located in the
Meadowbrooke Business Park, Grand Rapids, Michigan which parcel is legally
described on Exhibit A attached hereto and made a part hereof (hereinafter
termed the "Real Estate," and said building, additions, fixtures, improvements
and amenities as therein designated by Landlord for the use of Tenant in
conjunction with said building, are herein collectively referred to as the
"Premises").

Completion by the Meadowbrooke Partnership of the Premises will be by
Pioneer Construction Company pursuant to the Standard Form of Agreement Between
Owner and Contractor dated as of the 1st day of October, 1988 (the
"Construction Contract"), a copy of which is attached hereto as Exhibit B and
made a part hereof. Furthermore, completion of the Premises shall be in
substantial accordance with the preliminary plans and specifications attached
hereto as Exhibit C and made a part hereof, the final plans and specifications
to be prepared by the Architect (as defined herein). Substantial completion of
the Premises is anticipated for October 1, 1989.

After completion of the Premises, the Meadowbrooke Partnership shall
convey the Real Estate to Landlord and thereafter Landlord shall lease to
Tenant and Tenant shall lease from Landlord the entire Premises.

<PAGE> 1

EXHIBIT 10(d)

Promissory Note

$621,073.32
Indianapolis, Indiana
Dated: April 1, 1994

Payments shall be allocated between principal, interest and fees, if any, in
the discretion of Lender.

Terms defined in the Agreement shall have the same meaning when used in this
Note, unless the context shall otherwise require.

Borrower hereby waives presentment for payment, protest, notice of protest and
notice of nonpayment of this Note and any and all other
<PAGE> 2
notices or demands in connection with the delivery, acceptance, performance,
default or enforcement of this Note and hereby consents to any extensions of
time, renewals, releases of any party to this Note, waivers or modifications
that may be granted or consented to by Lender. Borrower hereby waives the
right to interpose any setoff, counterclaim or defense of any nature or
description whatsoever.

This Note shall be governed by, and construed and interpreted in accordance
with, the laws of the State of Indiana.

ATTEST: RIVIERA DIE & TOOL, INC.

By: /S/ Douglas Nienhuis By: /S/ Kenneth K. Rieth
-------------------------- ------------------------
Title: PRESIDENT
---------------------

<PAGE> 3

SECURITY AGREEMENT

1
<PAGE> 4
are specifically contemplated by Debtor and Banc One as of the date hereof. The
absence of any reference to this Agreement in any documents, instruments or
agreements evidencing or relating to any Obligations secured hereby shall not
limit or be construed to limit the scope of this Agreement.

3. Location(s) of Collateral. The Collateral will be kept at the
following location ("Location"): 5460 Executive Parkway, Grand Rapids, Michigan
49512

4. Representations, Warranties and Covenants. Debtor represents,
warrants, covenants and agrees as follows:

2
<PAGE> 5
collateral include Hazardous Materials. Debtor shall deliver to Banc One
satisfactory evidence of such coverage. Proceeds of any insurance covering
damage or loss of the Collateral shall be payable to Banc One as one of the loss
payees and shall be applied toward (a) the replacement, restoration or repair of
the Collateral, or (b) payment of the obligations of Debtor to Heller Financial
Leasing, Inc. and/or Banc One secured by the Collateral. Each insurance policy
will require that the insurer give Banc One at least 30 days prior written
notice of any cancellation of such policy and will require that Banc One's
interests be continued insured regardless of any act, error, omission, neglect
or misrepresentation of Debtor. The insurance maintained by Debtor shall be
primary without any right of contribution from insurance which may be maintained
by Banc One. If Debtor does not keep the Collateral insured as required herein
and/or fails to supply Banc One with evidence of that insurance, Banc One shall
have the right, in its sole discretion, to obtain insurance in amounts
sufficient to fully protect its interest, without notifying Debtor. Debtor
agrees that Banc One shall have the right, in its sole discretion, to determine
the manner in which Debtor shall reimburse Banc One for the premium for such
insurance, including but not limited to (a) requiring Debtor to immediately
reimburse Banc One for the premium and other costs it incurs or (b) adding that
amount directly to the principal balance of any of the Obligations. Debtor will
pay interest on any amount added to the principal balance at the highest rate
set forth in any of such Obligation(s);

3
<PAGE> 6
of the Collateral. The Collateral will not be used or located outside of the
United States. Debtor agrees to permit Banc One (or its agents) the right to
inspect the Collateral during Debtor's business hours.

(h) At least thirty (30) days prior to the occurrence of the event,
Debtor will deliver to Banc One written notice of any addition change in
Debtor's name, identity or legal structure;

(i) Debtor will defend the Collateral against all claims and demands of
all persons at any time claiming the same or an interest therein;

4
<PAGE> 7
(1) All representations, warranties, covenants and agreements set forth
herein and all information furnished by Debtor concerning the Collateral or
otherwise in connection with the Obligations, shall be at the time same is
furnished, accurate, correct and complete in all material respects as of the
date hereof, on the date upon which Debtor acquires any of the Collateral or
any rights therein not presently acquired or existing and shall continue until
the Obligations are paid in full.

5
<PAGE> 8
7. Rights upon Default. If any Event of Default shall occur, then:

6
<PAGE> 9
(e) Debtor, at Banc One's request, will assemble the Collateral
and make it available to Banc One at such place(s) as Banc One may
reasonably select, whether at Debtor's place(s) of business and/or the Location
of Collateral or elsewhere. Debtor further agrees to allow Banc One to use or
occupy Debtor's place(s) of business and/or Location of Collateral, without
charge, for the purpose of effecting Banc One's remedies in respect to the
Collateral;

(g) To the extent permitted by applicable law, Debtor waives all
claims, damages and demands against Banc One arising out of the repossession,
retention, sale or disposition of the Collateral;

(i) Debtor shall remain liable for any deficiency if the proceeds of
any sale or disposition of the Collateral are insufficient to pay all amounts to
which Banc One is entitled.

7
<PAGE> 10

8
<PAGE> 11
hereof. Upon Debtor's failure to promptly pay any said amount, Banc One may add
said amount to the principal amount owed on any Obligation and charge interest
on the same at the rate of interest as set forth in said Obligation; (c) Debtor
shall fully and promptly pay, perform, discharge, defend, indemnify and hold
harmless Banc One from any and all claims, orders, demands, causes of action,
proceedings, judgments, or suits and all liabilities, losses, costs or
expenses (including, without limitation, technical consultant fees, court
costs, expenses paid to third parties and reasonable legal fees) and damages
arising out of, or as a result of (i) any release, discharge, deposit, dump,
spoil, leak or placement of any Hazardous Material into or on any Collateral or
property owned, leased, rented or used by Debtor (the "Property") at any time;
(ii) any contamination of the soil or ground water of the Property or damage to
the environment and natural resources of the Property or the result of actions
whether arising under any Hazardous Materials Law, or common law; or (iii) any
toxic, explosive or otherwise dangerous Hazardous Materials which have been
buried beneath or concealed with the Property. The indemnities set forth in
this paragraph shall survive termination of this Agreement and shall be
effective for the full dollar amount of any said cost, expense, etc.,
regardless of the actual dollar amount of any Obligation(s).

9
<PAGE> 12

RIVERA DIE & TOOL, INC. ("Debtor")

Witness: /s/ Douglas Nienhuis By: /s/ Kenneth K. Rieth
------------------------------ ------------------------------
Title: PRESIDENT
---------------------------

Accepted and Agreed to:

BANC ONE EQUIPMENT FINANCE, INC.

By:
-----------------------------
Title:
--------------------------

10
<PAGE> 13
EXHIBIT A
TO SECURITY AGREEMENT DATED APRIL 1, 1994
BY RIVIERA DIE & TOOL, INC.
IN FAVOR OF BANC ONE EQUIPMENT FINANCE, INC.

INITIALS:
RIVIERA DIE & TOOL, INC.
---------

Page 1 of 3
<PAGE> 14
EXHIBIT A
TO SECURITY AGREEMENT DATED APRIL 1, 1994
BY RIVIERA DIE & TOOL, INC.
IN FAVOR OF BANC ONE EQUIPMENT FINANCE, INC.

Bridgeport 2 H.P. Variable Speed Vertical Mill, #ME-310 Sellers Drill Sharpener
S/N 256208 (1990), including 9" x 48" T-Slot Table
and Acu-Rite Millmate 2-Axis Digital Readout

#ME-114 Sterling Drill Grinder, S/N DC2988DB Econoline #RA-42Y24 Sandblast Cabinet
S/N E-85-1986

HR2A618 Surface Grinder (Made in Taiwan) Big Joe model 1518R6 die lift truck with battery
S/N 2A1010 and built-in charger S/N 326358

INITIALS:
RIVIERA DIE & TOOL, INC.
-------

Page 2 of 3
<PAGE> 15
EXHIBIT A
TO SECURITY AGREEMENT DATED APRIL 1, 1994
BY RIVIERA DIE & TOOL, INC.
IN FAVOR OF BANC ONE EQUIPMENT FINANCE, INC.