0000950124-06-007260 Sample Contracts

LAURUS MASTER FUND, LTD.
Overadvance Side Letter • December 1st, 2006 • Riviera Tool Co • Metalworkg machinery & equipment

Reference is hereby made to that certain Security Agreement dated as of May 17, 2005 by and among Riviera Tool Company, a Michigan corporation ("RTC"), such other subsidiaries of RTC named in that certain Security Agreement or which hereafter become a party thereto (collectively, the "Company") and Laurus Master Fund, Ltd. ("Laurus") (as amended, modified or supplemented from time to time, the "Security Agreement") and that certain Overadvance Side Letter to RTC from Laurus dated May 17, 2005 (the "Original Overadvance Letter"). This letter hereby amends and restates the terms set forth in the Original Overadvance Letter. Capitalized terms used but not defined herein shall have the meanings ascribed them in the Security Agreement.

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