on the date hereof the Purchaser an Amended and Restated Secured Revolving Note

 

                                                                  Exhibit 10(jj)
                                OMNIBUS AMENDMENT

        This Omnibus Amendment, dated October 14, 2005, by and between Riviera
Tool Company, a Michigan corporation (the "Company"), and Laurus Master Fund,
Ltd., a Cayman Islands company (the "Purchaser"), amends that certain Security
Agreement, dated May 17, 2005, by and between the Company and Purchaser (as
amended, modified or supplemented from time to time, the "Security Agreement");
and that certain Secured Revolving Note, dated May 17, 2005, by the Company in
favor of Purchaser in the aggregate principal amount of $8,000,000 (as amended,
modified or supplemented from time to time, the "Note"). Capitalized terms used
but not defined herein shall have the meanings given them in the Security
Agreement.

                                    PREAMBLE

        WHEREAS, pursuant to the Security Agreement, the Company issued and sold
the Note to Purchaser; and

        WHEREAS, the Purchaser and the Company desire to amend the transactions
contemplated by the Security Agreement and the Note.

        NOW, THEREFORE, in consideration of the covenants, agreements and
conditions hereinafter set forth, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

        1.1 Amended and Restated Secured Revolving Note. The Company shall issue
on the date hereof the Purchaser an Amended and Restated Secured Revolving Note
which is attached and incorporated herein as Exhibit A in substitution and not
in satisfaction of the Secured Revolving Note issued by the Company to the
Purchaser on May 17, 2005.

        1.2 The Security Agreement is hereby amended to delete the definitions
of "Capital Availability Amount" and "Revolving Note" contained therein, and in
their stead to insert the following definitions in their proper alphabetical
order:

                "Capital Availability Amount" means $11,000,000.

                "Revolving Note" means that secured revolving note made by
                Company in favor of Laurus in the aggregate principal amount of
                Nine Million Dollars ($9,000,000).

        2. This Amendment shall be effective as of the date hereof following the
execution and delivery of the above of each document required to be delivered
hereunder by each of the Company and Laurus.

        3. Except as specifically set forth in this Amendment, there are no
other amendments to the Note or the Security Agreement, and all of the other
forms, terms and provisions of each of the Note and the Security Agreement
remain in full force and effect.

        4. This Amendment shall be binding upon the parties hereto and their
respective successors and permitted assigns and shall inure to the benefit of
and be enforceable by each of the parties hereto and its successors and
permitted assigns. THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. This Amendment may be
executed in any number of counterparts, each of which shall be an original, but
all of which shall constitute one instrument.

                            [signature page follows]

        IN WITNESS WHEREOF, each of the parties hereto has executed this
Amendment or has caused this Amendment to be executed on its behalf by a
representative duly authorized, all as of the date first above set forth.

                                                        
COMPANY:                                                   PURCHASER:

RIVIERA TOOL COMPANY                                       LAURUS MASTER FUND, LTD.

By:     /s/ Peter C. Canepa                                By:     /s/ David Grin
        ------------------------------------------                 -----------------------------------------------
Name:   Peter C. Canepa                                    Name:   David Grin
        ------------------------------------------                 -----------------------------------------------
Title:  Chief Financial Officer                            Title:  Director
        ------------------------------------------                 -----------------------------------------------

Basic Info X:

Name: on the date hereof the Purchaser an Amended and Restated Secured Revolving Note
Type: on the date hereof the Purchaser an Amended and Restated Secured Revolving Note
Date: Nov. 30, 2005
Company: RIVIERA TOOL CO
State: Michigan

Other info: