Laurus Master Fund Ltd., et al. – ‘3’ for 12/12/05 re: Riviera Tool Co. – ‘EX-99’

On:  Thursday, 2/2/06, at 5:27pm ET   ·   For:  12/12/05   ·   As:  10% Owner   ·   Accession #:  1144204-6-3848   ·   File #:  1-12673

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Initial Statement of Beneficial Ownership of Securities by an Insider   —   Form 3   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 3           Initial Statement of Beneficial Ownership of        HTML     10K 
                Securities by an Insider -- v034474_ex.xml/2.2                   
 2: EX-99       Miscellaneous Exhibit                                  2±     8K 

‘EX-99’   —   Miscellaneous Exhibit

(1)   Laurus Master Fund, Ltd., a Cayman Islands corporation ("Laurus Master    
     Fund"), is the holder of all of the securities of Riviera Tool Company, a
     Michigan corporation (the "Company"), reported herein. Laurus Master Fund
      is managed by Laurus Capital Management, LLC, a Delaware limited liability
 company ("Laurus Capital"). Eugene Grin and David Grin, through other
      entities, are the controlling principals of Laurus Capital, and share sole
  voting and investment power over all securities of the Company held by
 Laurus Master Fund. Thus, for the purposes of Reg. Section 240.13d-3,
     Laurus Capital, Eugene Grin and David Grin may be deemed to be beneficial
   owners of more than 10% of the Company's common stock, no par value per
    share (the "Shares"). Each of Laurus Capital, Eugene Grin and David Grin
      disclaims beneficial ownership of the securities reported herein except to
    the extent of such person's pecuniary interest in Laurus Master Fund, if
  any. The filing of this statement by any reporting person shall not be
      deemed an admission that such person is, for purposes of Section 16 of the
     Securities Exchange Act of 1934 or otherwise, the beneficial owner of any
   equity securities covered by the statement. Laurus Master Fund acquired
      272,727 Shares upon the conversion on December 12, 2005 of an aggregate of
   $150,000 principal amount of that certain secured convertible term note
issued by the Company in favor of Laurus Master Fund in the original
principal amount of $3,200,000.                                     

(2)   Laurus Master Fund, Ltd. holds (i) a Secured Convertible Term Note, as    
      amended, in the aggregate initial principal amount of $3,200,000, which is
    convertible into Shares at a conversion rate of $1.66 per share, subject
to certain adjustments (the "Term Note"), (ii) a Secured Convertible
Minimum Borrowing Note, in the aggregate initial principal amount of
      $2,000,000, which is convertible into Shares at a conversion rate of $1.66
      per share, subject to certain adjustments (the "Borrowing Note"), (iii) an
 Amended and Restated Secured Revolving Note, in the aggregate initial
 principal amount of $9,000,000, which is convertible into Shares at a
   conversion rate of $1.66 per share, subject to certain adjustments (the
"Revolving Note"), and (iv) options to acquire 650,000 Shares at an 
  exercise price of $0.01 per share, subject to certain adjustments (the
   "Options"). Principal and interest payable under each of the Term Note,
      the Borrowing Note and the Revolving Note may be payable in either cash or
   Shares, pursuant to the terms of the applicable instrument. Each of the
      Term Note, the Borrowing Note, the Revolving Note and the Options contains
    an issuance limitation prohibiting Laurus Master Fund from converting or
      exercising those securities to the extent that such conversion or exercise
   would result in beneficial ownership by Laurus Master Fund of more than
4.99% of the Shares then issued and outstanding (the "4.99% Issuance
      Limitation"). The 4.99% Issuance Limitation may be waived by Laurus Master
 Fund upon 65 days prior notice to the Company and shall automatically
      become null and void upon the occurrence and/or continuance of an event of
default (as defined in and pursuant to the terms of the applicable  
     instrument). The partial conversion of the Term Note on December 12, 2005
   into 272,727 Shares exceeded the 4.99% Issuance limitation. Each of the
      Term Note, the Borrowing Note, the Revolving Note and the Options contains
 an additional issuance limitation prohibiting Laurus Master Fund from
converting or exercising those securities to the extent that such   
 conversion or exercise would result in beneficial ownership by Laurus
     Master Fund of more than 19.99% of the Shares then issued and outstanding
      (the "19.99% Issuance Limitation"). The 19.99% Issuance Limitation may not
    be waived by Laurus Master Fund. The partial conversion of the Term Note
on December 12, 2005 into 272,727 Shares did not exceed the 19.99%  
Issuance Limitation. Each of the Term Note, the Borrowing Note, the 
     Revolving Note and the Options is immediately convertible or exercisable,
and the Options do not expire.                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘3’ Filing		Date		Other Filings
Filed on:		2/2/06		4,  SC 13G,  SC 13G/A
For Period end:		12/12/05		8-K
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