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                                                                    Exhibit 14.1

                       CODE OF BUSINESS CONDUCT AND ETHICS
                                       OF
                      RIVIERA TOOL COMPANY (THE "COMPANY")

INTRODUCTION

     This Code of Business Conduct and Ethics covers a wide range of business
practices and procedures. It does not cover every issue that may arise, but it
sets out basic principles to guide all employees of the Company. All Company
employees must conduct themselves accordingly and seek to avoid even the
appearance of improper behavior. In appropriate circumstances, the Code should
also be provided to and followed by the Company's agents and representatives,
including consultants.

     If a law conflicts with a policy in this Code, the employee must comply
with the law; however, if a local custom or policy conflicts with this Code, the
employee must comply with the Code. If an employee has any questions about these
conflicts, the employee should ask his or her supervisor how to handle the
situation.

     Any employee who violates the standards in this Code will be subject to
disciplinary action. If an employee is in a situation that the employee believes
may violate or lead to a violation of this Code, the employee should follow the
guidelines described in Section 14 of this Code.

1.   COMPLIANCE WITH LAWS, RULES, AND REGULATIONS

     Obeying the law, both in letter and in spirit, is the foundation on which
this Company's ethical standards are built. All employees must respect and obey
the laws of the cities, states, and countries in which the Company operates.
Although not all employees are expected to know the details of these laws, it is
important to know enough to determine when to seek advice from supervisors,
managers, or other appropriate personnel.

     The Company holds information and training sessions to promote compliance
with laws, rules, and regulations, including insider-trading laws.

2.   CONFLICTS OF INTEREST

     A "conflict of interest" exists when an individual's private interest
interferes in any way - or even appears to conflict - with the interests of the
Company as a whole. A conflict situation can arise when an employee, officer, or
director takes actions or has interests that may make it difficult to perform
his or her work on behalf of the Company in an objective and effective manner.
Conflicts of interest may also arise when an employee, officer, or director, or
a member of his or her family, receives improper personal benefits as a result
of his or her position in the Company. Loans to, or guarantees of obligations
of, employees and their family members may create conflicts of interest.

     It is almost always a conflict of interest for a Company employee to work
simultaneously for a competitor, customer, or supplier. An employee is not
allowed to work for a competitor as a consultant or board member. The best
policy is to avoid any direct or indirect business connection with the Company's
customers, suppliers, or competitors, except on the Company's behalf.

     Conflicts of interest are prohibited as a matter of Company policy, except
under guidelines approved by the Board of Directors. Conflicts of interest may
not always be clear-cut, so if a question arises, the employee you should
consult with higher levels of management or the Company's internal auditor. Any
employee, officer, or director who becomes aware of a conflict or potential
conflict should bring it to the attention of a supervisor, manager, or other
appropriate personnel, or consult the procedures described in Section 14 of this
Code.

3.   INSIDER TRADING

     Employees who have access to confidential information are not permitted to
use or share that information for stock trading purposes or for any other
purpose except the conduct of the Company's business. All non-public


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information about the Company should be considered confidential information. To
use non-public information for personal financial benefit or to "tip" others who
might make an investment decision on the basis of this information is not only
unethical but also illegal. If a question arises, the employee should consult
the Company's Chief Financial Officer.

4.   CORPORATE OPPORTUNITIES

     Employees, officers, and directors are prohibited from taking for
themselves personally opportunities that are discovered through the use of
corporate property, information, or position without the consent of the Board of
Directors. No employee may use corporate property, information, or position for
improper personal gain, and no employee may compete with the Company directly or
indirectly. Employees, officers, and directors owe a duty to the Company to
advance its legitimate interests when the opportunity to do so arises.

5.   COMPETITION AND FAIR DEALING

     The Company seeks to outperform competitors fairly and honestly. The
Company seeks competitive advantages through superior performance, never through
unethical or illegal business practices. Stealing proprietary information,
possessing trade secret information that was obtained without the owner's
consent, or inducing such disclosures by past or present employees of other
companies is prohibited. Each employee, officer, and director should endeavor to
respect the rights of and deal fairly with the Company's customers, suppliers,
competitors, and employees. No employee, officer, or director should take unfair
advantage of anyone through manipulation, concealment, or abuse of privileged
information, misrepresentation of material facts, or any other intentional
unfair-dealing practice.

     To maintain the Company's valuable reputation, compliance with the
Company's quality processes and safety requirements is essential. In the context
of ethics, quality requires that the Company's products and services meet
reasonable customer expectations. All inspection and testing documents must be
handled in accordance with all applicable regulations.

     The purpose of business entertainment and gifts in a commercial setting is
to create good will and sound working relationships, not to gain unfair
advantage with customers. No gift or entertainment should ever be offered,
given, provided, or accepted by any Company employee, family member of an
employee, or agent unless it (1) is not a cash gift, (2) is consistent with
customary business practices, (3) is not excessive in value, (4) cannot be
construed as a bribe or payoff, and (5) does not violate any laws or
regulations. An employee should discuss with his or her supervisor any gifts or
proposed gifts that the employee is not certain are appropriate.

6.   DISCRIMINATION AND HARASSMENT

     The diversity of the Company's employees is a tremendous asset. The Company
is firmly committed to providing equal opportunity in all aspects of employment
and will not tolerate any illegal discrimination or harassment or any kind.
Examples include derogatory comments based on racial or ethnic characteristics
and unwelcome sexual advances.

7.   HEALTH AND SAFETY

     The Company strives to provide each employee with a safe and healthful work
environment. Each employee has responsibility for maintaining a safe and healthy
workplace for all employees by following safety and health rules and practices
and reporting accidents, injuries, and unsafe equipment, practices, or
conditions.

     Violence and threatening behavior are not permitted. Employees should
report to work in condition to perform their duties, free from the influence of
illegal drugs or alcohol. The use of illegal drugs in the workplace will not be
tolerated.


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8.   RECORD-KEEPING

     The Company requires honest and accurate recording and reporting of
information in order to make responsible business decisions. For example, only
the true and actual number of hours worked should be reported.

     Many employees regularly use business expense accounts, which must be
documented and recorded accurately. If an employee is not sure whether a certain
expense is legitimate, the employee should ask his or her supervisor or the
Company's controller. Rules and guidelines are available from the Accounting
Department.

     All of the Company's books, records, accounts, and financial statements
must be maintained in reasonable detail, must appropriately reflect the
Company's transactions, and must conform both to applicable legal requirements
and to the Company's system of internal controls. Unrecorded or "off the books"
funds or assets should not be maintained unless permitted by applicable law or
regulation.

     Business records and communications often become public, and the Company
and its employees should avoid exaggeration, derogatory remarks, guesswork, or
inappropriate characterizations of people and companies that can be
misunderstood. This applies equally to e-mail, internal memos, and formal
reports. Records should always be retained or destroyed according to the
Company's record retention policies. In accordance with those policies, in the
event of litigation or governmental investigation, employees must consult with
the Company's Chief Financial Officer before taking any action because it is
critical that any impropriety or possible appearance of impropriety be avoided.

9.   CONFIDENTIALITY

     Employees, officers, and directors must maintain the confidentiality of
confidential information entrusted to them by the Company or its customers,
except when disclosure is authorized by an executive officer or required or
mandated by laws or regulations. Confidential information includes all
non-public information that might be of use to competitors or harmful to the
Company or its customers, if disclosed. It also includes information that
suppliers and customers have entrusted to us. The obligation to preserve
confidential information continues even after employment ends.

10.  PROTECTION AND PROPER USE OF COMPANY ASSETS

     All employees, officers, and directors should endeavor to protect the
Company's assets and ensure their efficient use. Theft, carelessness, and waste
have a direct impact on the Company's profitability. Any suspected incident of
fraud or theft should be immediately reported for investigation. Company assets
should be used for legitimate business purposes and should not be used for
non-Company business, though incidental personal use may be permitted.

     The obligation of employees to protect the Company's assets includes its
proprietary information. Proprietary information includes intellectual property,
such as trade secrets, patents, trademarks, and copyrights, as well as business,
marketing and service plans, engineering and manufacturing ideas, designs,
databases, records, salary information, and any unpublished financial data and
reports. Unauthorized use or distribution of this information would violate
Company policy. It could also be illegal and result in civil or even criminal
penalties.

11.  PAYMENTS TO GOVERNMENT PERSONNEL

     The U.S. Foreign Corrupt Practices Act prohibits giving anything of value,
directly or indirectly, to officials of foreign governments or foreign political
candidates in order to obtain or retain business. It is strictly prohibited to
make illegal payments to government officials of any country.

     In addition, the U.S. government has a number of laws and regulations
regarding business gratuities that may be accepted by U.S. government personnel.
The promise, offer, or delivery to an official or employee of the U.S.
government of a gift, favor, or other gratuity in violation of these rules would
not only violate Company policy but could also be a criminal offense. State and
local governments, as well as foreign governments, may have similar rules.


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12.  WAIVERS OF THE CODE OF BUSINESS CONDUCT AND ETHICS

     Any waiver of this Code for executive officers or directors may be made
only by the Board or a Board committee and will be promptly disclosed to
stockholders as required by law or stock exchange regulation.

13.  REPORTING ANY ILLEGAL OR UNETHICAL BEHAVIOR

     Employees are encouraged to talk to supervisors, managers, or other
appropriate personnel when in doubt about the best course of action in a
particular situation. Employees should report any observed illegal or unethical
behavior and any perceived violations of laws, rules, regulations, or this Code
of Business Conduct to appropriate personnel. It is the policy of the Company
not to allow retaliation for reports of misconduct by others made in good faith
by employees. Employees are expected to cooperate in internal investigations of
misconduct.

14.  COMPLIANCE PROCEDURES

     We must all work to ensure prompt and consistent action against violations
of this Code. However, in some situations it is difficult to know right from
wrong. Since we cannot anticipate every situation that will arise, it is
important that we have a way to approach a new question or problem. These are
the steps to keep in mind:

     -    Make sure you have all the facts. In order to reach the right
          solutions, we must be as fully informed as possible.

     -    Ask yourself: What specifically am I being asked to do? Does it seem
          unethical or improper? This will enable you to focus on the specific
          question you are faced with and the alternatives you have. Use your
          judgment and common sense; if something seems unethical or improper,
          it probably is.

     -    Clarify your responsibility and role. In most situations, there is
          shared responsibility. Are your colleagues informed? It may help to
          get others involved and discuss the problem.

     -    Discuss the problem with your supervisor. This is the basic guidance
          for all situations. In many cases, your supervisor will be more
          knowledgeable about the question and will appreciate being brought
          into the decision-making process. Remember that it is your
          supervisor's responsibility to help solve problems.

     -    Seek help from Company resources. In the rare case where it may not be
          appropriate to discuss an issue with your supervisor, or where you do
          not feel comfortable approaching your supervisor with your question,
          discuss it locally with your office manager or your Human Resources
          manager. If that also is not appropriate, call the Company's toll-free
          Ethics Line, which will put you in direct contact with the appropriate
          people at Company headquarters. If you prefer to write, address your
          concerns to the Company's Chief Executive Officer or Chief Financial
          Officer.

     -    You may report ethical violations in confidence and without fear of
          retaliation. If your situation requires that your identity be kept
          secret, your anonymity will be protected. The Company does not permit
          retaliation of any kind against employees for good faith reports of
          ethical violations.

     -    Always ask first, act later: If you are unsure of what to do in any
          situation, seek guidance before you act.


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