(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.

(2)   In addition to the  securities  reported in Table I above,  Laurus  Master
      Fund  held  (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"),  (iv) options to acquire  650,000  Shares at an exercise  price of
      $0.01 per share,  subject to certain adjustments (the "Options"),  and (v)
      198,527  Shares.  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).  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.