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                                                                  Exhibit 10(jj)

                                                                 January 6, 2005

Mr. Kenneth R. Rieth
President
Riviera Tool Company
5460 Executive Parkway S.E.
Grand Rapids, MI 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 AND A SECOND AMENDMENT DATED DECEMBER
      22, 2004 (AS AMENDED, "FORBEARANCE AGREEMENT")

Dear Mr. Rieth:

Borrower has requested that Bank extend its forbearance under the Forbearance
Agreement to March 15, 2005.

Subject to timely, written acceptance by Borrower of the following conditions in
this third amendment to the Forbearance Agreement ("Third Amendment"), and the
additional acknowledgment required below, Bank is willing to continue to forbear
until March 15, 2005, subject to earlier termination as provided below, from
further action to collect the Liabilities:

      1) 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      other Loan Documents have been superseded, amended, modified or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 Third Amendment or are inconsistent with this Third
      Amendment, then this Third Amendment shall govern.

      2) Borrower acknowledges Bank is under no obligation to advance funds or
      extend credit to Borrower under the Loan Documents, or otherwise.

      3) 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 Third 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 March 15, 2005. Effective immediately, the
      maximum amount available under the Line of Credit Note is $5,000,000.
      Effective as of January 28, 2005, the maximum amount available under the
      Line of Credit Note will be reduced to $4,000,000. The "Formula Amount" is
      as 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) eighty percent (80%) of Retention Billings
      less than 180 days past invoice for Drive Automotive, that are related to
      the Mercedes BR-164 and BR-251 Programs; plus (c) an overformula equal to
      the lesser of (i) the amount owing to Borrower by Mercedes-Benz U. S.
      International, Inc. as assignee of Oxford Automotive, Inc. ("Oxford") from
      time to time based on invoices dated prior to December 17, 2004 and (ii)
      $3,094,947, provided, however, that the maximum amount included in the
      Formula Amount under this subparagraph (c) will reduce permanently to
      $300,000 on January 28, 2005 and to zero ($0) on February 25, 2005, in
      both cases, to the extent not already reduced by the payment of amounts
      owing by Mercedes-Benz; plus (d) an additional overformula equal to
      $400,000 until February 18, 2005, at which time such additional
      overformula shall reduce permanently to $200,000 until February 25, 2005,
      at which time it shall reduce permanently to zero ($0). Accounts owing by
      Benteler de Mexico that are otherwise Eligible Accounts, shall be included
      in determining the Formula Amount. Accounts

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      owed by Oxford 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. Effective immediately, there shall
      be no availability to Borrower for letters of credit except for the
      currently outstanding letters of credit. Each borrowing request must be
      accompanied by an accounts receivable report, in form satisfactory to
      Bank, with a minimum of one report per week. Each report shall also
      include a detailed list of current ineligible accounts and a statement of
      those ineligible accounts collected.

      4) Upon execution of this Third Amendment, Borrower will pay to Bank a
      fully earned, non-refundable fee of $25,000.

      5) Notwithstanding Borrower's default under the Loan Documents, subject to
      HillStreet's execution of this Third Amendment as provided below, Bank
      consents to Borrower's payment to The HillStreet Fund II, L.P.
      ("HillStreet"), and any other holders of Subordinated Debt (only as
      defined in that certain Senior Subordination Agreement ("Subordination
      Agreement") among Bank, Borrower and HillStreet dated July 9, 2004) of
      $105,000 due on December 31, 2004 under the Subordinated Loan Documents
      (as defined in the Subordination Agreement). 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 Third 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 Third
      Amendment (and the failure of HillStreet to do so shall be a default under
      this Third Amendment).

      6) Concurrently with execution of this Third Amendment, Borrower will
      deliver to Bank updated borrowing resolutions in a form satisfactory to
      Bank.

      7) On or before January 31, 2005, Borrower will provide to Bank all
      documents requested by Bank with respect to life insurance policies
      pledged to Bank under the Loan Documents.

      8) In addition to all reporting currently required by the Forbearance
      Agreement and other Loan Documents, Borrower shall provide Bank and
      HillStreet:

            (a.)  on or before Monday of each week, a 13-week cash forecast and
                  budget (including a weekly analysis of availability and the
                  outstanding balance under the Line of Credit Note);

            (b.)  on or before January 15, 2005, (i) Borrower's monthly
                  financial statements for September, October and November 2004
                  and (ii) an updated monthly forecast of Borrower's income
                  statement, balance sheet, cash flow and borrowing base
                  analysis for fiscal year 2004, incorporating actual results
                  for September through November 2004 and any changes to
                  assumptions in the previous forecast;

            (c.)  on or before January 15, 2005, Borrower's backlog report as of
                  November 30, 2004, including margins (percentage of completion
                  format);

            (d.)  on or before January 15, 2005, all information requested by
                  Bank with respect to (i) potential tooling lien claims by or
                  against Borrower and (ii) Borrower's relationship with Oxford
                  Automotive, Inc. (and its subsidiaries and affiliates),
                  Gestamp Automocion, S.L. and Mercedes-Benz U.S. International,
                  Inc.; and

            (e.)  within 30 days after each month end, monthly financial
                  statements, including without limitation, income statements,
                  balance sheet and cash flow.

      9) This Third 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.

      10) 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

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      exercise immediately such rights and remedies shall not be construed as a
      waiver or modification of those rights or an offer of forbearance.

      11) This Third 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.

      12) 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.

      13) As of the date of this Third 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 Third
      Amendment) and the other Loan Documents. The duties and obligations of
      Borrower and Bank shall be only as set forth in the Forbearance Agreement,
      the other Loan Documents and this Third Amendment, when executed by all
      parties.

      14) Borrower acknowledges that it has reviewed (or has had the opportunity
      to review) this Third Amendment with counsel of its choice and has
      executed this Third Amendment of its own free will and accord and without
      duress or coercion of any kind by Bank or any other person or entity.

      15) 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 THIRD
      AMENDMENT, THE FORBEARANCE AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE
      LIABILITIES.

      16) 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.

      17) 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 THIRD AMENDMENT, WHETHER
      KNOWN OR UNKNOWN, AGAINST ANY OR ALL OF BANK, BANK'S EMPLOYEES, OFFICERS,
      DIRECTORS, ATTORNEYS, STOCKHOLDERS, AFFILIATES AND SUCCESSORS AND ASSIGNS.

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      18) This Third 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.

      19) Borrower shall properly execute this Third Amendment, obtain
      HillStreet's signature below, and deliver same to the undersigned by no
      later than 5:00 p.m. on January 6, 2005.

Bank reserves the right to terminate its forbearance prior to March 15, 2005, in
the event of any new defaults under the Loan Documents, defaults under the
Forbearance Agreement or this Third 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,

Thomas J. Stritzinger
Vice President - AGM
Middle Market Banking
99 Monroe Avenue, NW
Grand Rapids, MI 49503
(616) 776-6375
Fax: (616) 776-7885

ACKNOWLEDGED AND AGREED:

     "BORROWER"

RIVIERA TOOL COMPANY

By: ____________________________________

Its: ___________________________________

Date: January 6, 2005

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            In consideration of the foregoing, The HillStreet Fund II, L.P.
("HillStreet") hereby consents to the foregoing Third Amendment and to the
Forbearance Agreement, and joins in agreement to paragraph 5 of the Third
Amendment:

      (1.)  Borrower agrees to furnish HillStreet with the same reporting
            information as detailed in paragraph 8 to be furnished to Bank.

      (2.)  HillStreet expressly reserves the right to exercise any or all
            rights and remedies provided under its loan documents with Borrower
            and applicable law except as modified in paragraph 5 of the
            Forbearance Agreement.

      (3.)  HillStreet's consent and forbearance shall be effective through the
            termination of Bank's forbearance under the Third Amendment (but not
            later than March 15, 2005) and HillStreet's failure to exercise
            immediately its rights and remedies shall not be construed as a
            waiver or modification of those rights or an offer of forbearance
            beyond such termination.

                                              The HillStreet Fund II, L.P.
                                              By:  HillStreet Capital II, Inc.
                                              Its: Investment Manager

                                              By: ______________________________
                                                        Christian L. Meininger

                                              Its: President

                                              Date: January 6, 2005

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