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                                                                   Exhibit10(kk)


                                                                  March 25, 2005


Kenneth R. Rieth
President
Riviera Tool Company
5460 Executive Parkway S.E.
Grand Rapids, Michigan 49512-5507

RE:      FORBEARANCE AGREEMENT AMONG COMERICA BANK ("BANK") AND RIVIERA TOOL
         COMPANY ("BORROWER") DATED NOVEMBER 16, 2004, AS AMENDED BY A FIRST
         AMENDMENT DATED DECEMBER 15, 2004, A SECOND AMENDMENT DATED DECEMBER
         22, 2004, A THIRD AMENDMENT DATED JANUARY 6, 2005, A FOURTH AMENDMENT
         DATED JANUARY 24, 2005, A FIFTH AMENDMENT DATED FEBRUARY 9, 2005, A
         SIXTH AMENDMENT DATED FEBRUARY 17, 2005 AND A SEVENTH AMENDMENT DATED
         MARCH 17, 2005 (AS AMENDED, "FORBEARANCE AGREEMENT")

Dear Mr. Rieth:

Borrower has requested that Bank amend the Forbearance Agreement.

Subject to timely, written acceptance by Borrower of the following conditions in
this eighth amendment to the Forbearance Agreement ("Eighth Amendment"), and the
additional acknowledgment required below, Bank is willing to continue to forbear
until April 29, 2005, subject to earlier termination as provided below, from
further action to collect the Liabilities:

FUTURE ADMINISTRATION OF THE LIABILITIES AND THE FINANCING ARRANGEMENTS BETWEEN
BANK AND BORROWER SHALL CONTINUE TO BE GOVERNED BY THE COVENANTS, TERMS AND
CONDITIONS OF THE FORBEARANCE AGREEMENT AND THE OTHER LOAN DOCUMENTS, WHICH ARE
RATIFIED AND CONFIRMED AND INCORPORATED BY THIS REFERENCE, EXCEPT TO THE EXTENT
THAT THE FORBEARANCE AGREEMENT AND THE OTHER LOAN DOCUMENTS HAVE BEEN
SUPERSEDED, AMENDED, MODIFIED OR SUPPLEMENTED BY THIS EIGHTH AMENDMENT OR ARE
INCONSISTENT WITH THIS EIGHTH AMENDMENT, THEN THIS EIGHTH AMENDMENT SHALL
GOVERN.

BORROWER ACKNOWLEDGES BANK IS UNDER NO OBLIGATION TO ADVANCE FUNDS OR EXTEND
CREDIT TO BORROWER UNDER THE LOAN DOCUMENTS, OR OTHERWISE. 100% OF BORROWER'S
CASH INFLOWS WILL CONTINUE TO BE APPLIED TO THE LINE OF CREDIT NOTE. SUBJECT TO
MAINTAINING AN ADVISORY "FORMULA AMOUNT" (DEFINED BELOW) EQUAL TO OR GREATER
THAN THE BALANCE OWING ON THE LINE OF CREDIT NOTE (PLUS THE AMOUNT OF
OUTSTANDING LETTERS OF CREDIT), AND PROVIDED THERE ARE NO DEFAULTS UNDER THE
TERMS OF THE FORBEARANCE AGREEMENT AS AMENDED BY THIS EIGHTH AMENDMENT, AND NO
FURTHER DEFAULTS UNDER THE OTHER LOAN DOCUMENTS, BANK MAY, IN ITS SOLE
DISCRETION, CONTINUE TO ADVANCE TO BORROWER UNDER THE LINE OF CREDIT NOTE, IN
ACCORDANCE WITH THE LOAN DOCUMENTS, THROUGH APRIL 29, 2005.

         Effective immediately, the maximum amount available under the Line of
         Credit Note is $3,750,000.

         The "Formula Amount" is defined as follows: as of the date of any
         determination, the sum of: (a) eighty percent (80%) of Eligible
         Accounts Receivable, less than 120 days past invoice, plus; (b) the
         lesser of (i) $1,350,000 or (ii) 35% of WIP (defined below) (but
         excluding WIP for R. J. Tower, Inc. or any of its affiliates or
         subsidiaries ("Tower"), Oxford, Mercedes and/or Gestamp); less (c)
         $205,000 until March 31, 2005. "WIP" means work in process, calculated
         based on cost, net of progress payments received from any one customer,
         and excludes (x) inventory that has been delivered to a customer, (y)
         advance billings,

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         on a customer basis, in excess of cost and (z) outsourced or
         subcontracted inventory that is not in Borrower's possession or not
         paid for by Borrower. Accounts owing by Benteler de Mexico that are
         otherwise Eligible Accounts, shall be included in determining the
         Formula Amount. Accounts owed by Oxford Automotive, Inc. ("Oxford")
         Mercedes-Benz U.S. International, Inc. ("Mercedes") or Gestamp Alabama
         ("Gestamp") shall not be included in Eligible Accounts. Except for
         those Accounts owing as of February 8, 2005, Accounts owed by Tower
         shall not be included in Eligible Accounts. All previous definitions of
         Advance Formula or Formula Amount are superceded by the foregoing.

         In the event the balance on the Line of Credit Note (plus the amount of
         outstanding letters of credit) exceeds the Advance Formula at any time,
         no advances will be allowed. Each borrowing request must be accompanied
         by an accounts receivable report, in form satisfactory to Bank, with a
         minimum of one report per week. In addition, Borrower will provide to
         Bank weekly a WIP report, in form satisfactory to Bank. Each report
         shall also include a detailed list of current ineligible accounts and a
         statement of those ineligible accounts collected.

THE HILLSTREET FUND II, L.P. ("HILLSTREET"), BY ITS SIGNATURE BELOW, (A)
REPRESENTS AND WARRANTS TO BANK THAT IT IS THE ONLY HOLDER OF SUBORDINATED DEBT,
(B) CONSENTS TO AND ACKNOWLEDGES THE TERMS OF THE FORBEARANCE AGREEMENT, AS
AMENDED BY THIS EIGHTH AMENDMENT AND (C) AGREES TO FORBEAR FROM EXERCISING ANY
RIGHTS OR REMEDIES AGAINST BORROWER OR ITS ASSETS UNTIL THE TERMINATION OF
BANK'S FORBEARANCE UNDER THIS EIGHTH AMENDMENT (AND THE FAILURE OF HILLSTREET TO
DO SO SHALL BE A DEFAULT UNDER THIS EIGHTH AMENDMENT). BORROWER SHALL MAKE THE
QUARTERLY PAYMENT DUE TO HILLSTREET ON MARCH 31, 2005.

CONCURRENTLY WITH EXECUTION OF THIS EIGHTH AMENDMENT, BORROWER WILL PAY TO BANK
A FULLY EARNED, NON-REFUNDABLE FEE OF $25,000. IN THE EVENT THE LIABILITIES ARE
NOT PAID IN FULL BY APRIL 22, 2005, BORROWER WILL PAY BANK AN ADDITIONAL FULLY
EARNED, NON-REFUNDABLE FEE OF $125,000 ON OR BEFORE APRIL 25, 2005.

BORROWER SHALL CONTINUE TO PROVIDE TO BANK ALL REPORTING REQUIRED BY THE
FORBEARANCE AGREEMENT AND THE OTHER LOAN DOCUMENTS.

THIS EIGHTH AMENDMENT SHALL BE GOVERNED AND CONTROLLED IN ALL RESPECTS BY THE
LAWS OF THE STATE OF MICHIGAN, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, INCLUDING INTERPRETATION, ENFORCEABILITY, VALIDITY AND CONSTRUCTION.

BANK EXPRESSLY RESERVES THE RIGHT TO EXERCISE ANY OR ALL RIGHTS AND REMEDIES
PROVIDED UNDER THE FORBEARANCE AGREEMENT AND THE OTHER LOAN DOCUMENTS AND
APPLICABLE LAW EXCEPT AS MODIFIED HEREIN. BANK'S FAILURE TO EXERCISE IMMEDIATELY
SUCH RIGHTS AND REMEDIES SHALL NOT BE CONSTRUED AS A WAIVER OR MODIFICATION OF
THOSE RIGHTS OR AN OFFER OF FORBEARANCE.

THIS EIGHTH AMENDMENT WILL INURE TO THE BENEFIT OF BANK AND ALL ITS PAST,
PRESENT AND FUTURE PARENTS, SUBSIDIARIES, AFFILIATES, PREDECESSORS AND SUCCESSOR
CORPORATIONS AND ALL OF THEIR SUBSIDIARIES AND AFFILIATES.

BANK ANTICIPATES THAT DISCUSSIONS ADDRESSING THE LIABILITIES MAY TAKE PLACE IN
THE FUTURE. DURING THE COURSE OF SUCH DISCUSSIONS, BORROWER AND BANK, MAY TOUCH
UPON AND POSSIBLY REACH A PRELIMINARY UNDERSTANDING ON ONE OR MORE ISSUES PRIOR
TO CONCLUDING NEGOTIATIONS. NOTWITHSTANDING THIS FACT AND ABSENT AN EXPRESS
WRITTEN WAIVER BY BANK, BANK WILL NOT BE BOUND BY AN AGREEMENT ON ANY INDIVIDUAL
ISSUES UNLESS AND UNTIL AN AGREEMENT IS REACHED ON ALL ISSUES AND SUCH AGREEMENT
IS REDUCED TO WRITING AND SIGNED BY BORROWER AND BANK.

AS OF THE DATE OF THIS EIGHTH AMENDMENT, THERE ARE NO OTHER OFFERS OUTSTANDING
FROM BANK TO BORROWER. ANY PRIOR OFFER BY BANK, WHETHER ORAL OR WRITTEN IS
HEREBY RESCINDED IN FULL. THERE ARE NO ORAL AGREEMENTS BETWEEN BANK AND
BORROWER; ANY AGREEMENTS CONCERNING THE LIABILITIES ARE EXPRESSED ONLY IN THE
FORBEARANCE AGREEMENT (AS AMENDED BY THIS EIGHTH AMENDMENT) AND THE OTHER LOAN
DOCUMENTS. THE DUTIES AND OBLIGATIONS OF BORROWER AND BANK SHALL BE ONLY AS



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SET FORTH IN THE FORBEARANCE AGREEMENT, THE OTHER LOAN DOCUMENTS AND THIS EIGHTH
AMENDMENT, WHEN EXECUTED BY ALL PARTIES.

BORROWER ACKNOWLEDGES THAT IT HAS REVIEWED (OR HAS HAD THE OPPORTUNITY TO
REVIEW) THIS EIGHTH AMENDMENT WITH COUNSEL OF ITS CHOICE AND HAS EXECUTED THIS
EIGHTH AMENDMENT OF ITS OWN FREE WILL AND ACCORD AND WITHOUT DURESS OR COERCION
OF ANY KIND BY BANK OR ANY OTHER PERSON OR ENTITY.

BORROWER AGREES TO INDEMNIFY, DEFEND (WITH COUNSEL ACCEPTABLE TO BANK IN ITS
SOLE DISCRETION) AND HOLD HARMLESS BANK FOR ANY CLAIM, CAUSE OF ACTION,
COUNTERCLAIM, OFFSET OR ALLEGATION, ARISING AT ANY TIME AND WHENEVER ASSERTED BY
OXFORD, MERCEDES AND/OR GESTAMP AGAINST BANK THAT ARISES FROM OR RELATES TO THE
RELATIONSHIP BETWEEN OR AMONG (A) OXFORD, MERCEDES AND/OR GESTAMP AND/OR (B)
BORROWER.

BORROWER AND BANK ACKNOWLEDGE AND AGREE THAT THE RIGHT TO TRIAL BY JURY IS A
CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH PARTY, AFTER CONSULTING (OR
HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF THEIR CHOICE, KNOWINGLY
AND VOLUNTARILY, AND FOR THEIR MUTUAL BENEFIT WAIVES ANY RIGHT TO TRIAL BY JURY
IN THE EVENT OF LITIGATION REGARDING THE PERFORMANCE OR ENFORCEMENT OF, OR IN
ANY WAY RELATED TO, THIS EIGHTH AMENDMENT, THE FORBEARANCE AGREEMENT, THE OTHER
LOAN DOCUMENTS OR THE LIABILITIES.

DEFAULTS HAVE OCCURRED UNDER THE LOAN DOCUMENTS. BORROWER, TO THE FULLEST EXTENT
ALLOWED UNDER APPLICABLE LAW, WAIVES ALL NOTICES THAT BANK MIGHT BE REQUIRED TO
GIVE BUT FOR THIS WAIVER, INCLUDING ANY NOTICES OTHERWISE REQUIRED UNDER SECTION
6 OF ARTICLE 9 OF THE UNIFORM COMMERCIAL CODE AS ENACTED IN THE STATE OF
MICHIGAN OR THE RELEVANT STATE CONCERNING THE APPLICABLE COLLATERAL (AND UNDER
ANY SIMILAR RIGHTS TO NOTICE GRANTED IN ANY ENACTMENT OF REVISED ARTICLE 9 OF
THE UNIFORM COMMERCIAL CODE). FURTHERMORE, BORROWER WAIVES (A) THE RIGHT TO
NOTIFICATION OF DISPOSITION OF THE COLLATERAL UNDER SECTION 9-611 OF THE UNIFORM
COMMERCIAL CODE, (B) THE RIGHT TO REQUIRE DISPOSITION OF THE COLLATERAL UNDER
SECTION 9-620(E) OF THE UNIFORM COMMERCIAL CODE, AND (C) ALL RIGHTS TO REDEEM
ANY OF THE COLLATERAL UNDER SECTION 9-623 OF THE UNIFORM COMMERCIAL CODE.

BORROWER HEREBY WAIVES, DISCHARGES AND FOREVER RELEASES BANK, BANK'S EMPLOYEES,
OFFICERS, DIRECTORS, ATTORNEYS, STOCKHOLDERS, AFFILIATES AND SUCCESSORS AND
ASSIGNS, FROM AND OF ANY AND ALL CLAIMS, CAUSES OF ACTION, DEFENSES,
COUNTERCLAIMS OR OFFSETS AND/OR ALLEGATIONS BORROWER MAY HAVE OR MAY HAVE MADE
OR WHICH ARE BASED ON FACTS OR CIRCUMSTANCES ARISING AT ANY TIME UP THROUGH AND
INCLUDING THE DATE OF THIS EIGHTH AMENDMENT, WHETHER KNOWN OR UNKNOWN, AGAINST
ANY OR ALL OF BANK, BANK'S EMPLOYEES, OFFICERS, DIRECTORS, ATTORNEYS,
STOCKHOLDERS, AFFILIATES AND SUCCESSORS AND ASSIGNS.

THIS EIGHTH AMENDMENT MAY BE EXECUTED IN COUNTERPARTS AND DELIVERED BY FACSIMILE
AND THE COUNTERPARTS AND/OR FACSIMILES, WHEN PROPERLY EXECUTED AND DELIVERED BY
THE SIGNING DEADLINE, WILL CONSTITUTE A FULLY EXECUTED COMPLETE AGREEMENT.

BORROWER SHALL PROPERLY EXECUTE THIS EIGHTH AMENDMENT AND DELIVER SAME TO THE
UNDERSIGNED BY NO LATER THAN 5:00 P.M. ON MARCH 25, 2005. BORROWER WILL OBTAIN
HILLSTREET'S SIGNATURE BELOW BY NO LATER THAN NOON ON MARCH 28, 2005. FAILURE TO
DO SO, WILL BE DEFAULT. UPON SUCH EXECUTION, THIS EIGHTH AMENDMENT SHALL BE
EFFECTIVE AS OF MARCH 21, 2005.


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Bank reserves the right to terminate its forbearance prior to April 29, 2005, in
the event of any new defaults under the Loan Documents, defaults under the
Forbearance Agreement or this Eighth Amendment, in the event of further
deterioration in the financial condition of Borrower or further deterioration in
Bank's collateral position, and/or in the event Bank, for any reason, believes
that the prospect of payment or performance is impaired.

Very truly yours,



Karl R. Norton
Account Officer
Special Assets Group
99 Monroe Avenue, NW, Suite 1000
Grand Rapids, Michigan 49503
(616) 776-5786
Fax: (616) 752-4732

ACKNOWLEDGED AND AGREED:

         "BORROWER"

RIVIERA TOOL COMPANY


By:
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Its:
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Date:  March 25, 2005