EXHIBIT 10.4 SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD.Securities Purchase Agreement • May 19th, 2005 • Riviera Tool Co • Metalworkg machinery & equipment • New York
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of May 17, 2005, by and between RIVIERA TOOL COMPANY, a Michigan corporation (the "Company"), and Laurus Master Fund, Ltd....Registration Rights Agreement • May 19th, 2005 • Riviera Tool Co • Metalworkg machinery & equipment
BACKGROUNDSecurity Agreement • May 19th, 2005 • Riviera Tool Co • Metalworkg machinery & equipment • New York
EXHIBIT 10.3 RIVIERA TOOL COMPANY AND CERTAIN OF ITS SUBSIDIARIES MASTER SECURITY AGREEMENT To: Laurus Master Fund, Ltd. c/o M&C Corporate Services Limited P.O. Box 309 GT Ugland House South Church Street George Town Grand Cayman, Cayman Islands Date:...Master Security Agreement • May 19th, 2005 • Riviera Tool Co • Metalworkg machinery & equipment • New York
ARTICLE I CONTRACT RATE AND AMORTIZATIONSecured Convertible Term Note • May 19th, 2005 • Riviera Tool Co • Metalworkg machinery & equipment
ARTICLE I CONTRACT RATE AND MINIMUM BORROWING NOTESecured Revolving Note • May 19th, 2005 • Riviera Tool Co • Metalworkg machinery & equipment
ARTICLE I CONTRACT RATESecured Convertible Minimum Borrowing Note • May 19th, 2005 • Riviera Tool Co • Metalworkg machinery & equipment
