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                                                                   EXHIBIT 10(A)

                        1996 INCENTIVE STOCK OPTION PLAN



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                                                                     Per 4/16/97
                                                                Board Resolution


                              RIVIERA TOOL COMPANY

                        1996 INCENTIVE STOCK OPTION PLAN


Section 1 - Purpose

     The RIVIERA TOOL COMPANY 1996 INCENTIVE STOCK OPTION PLAN (hereinafter
called the "Plan") is a plan to provide incentive to certain employees of
Riviera Tool Company and its subsidiaries (hereinafter called the
"Corporation") based upon such employees' individual contributions to the long
term growth and profitability of the Corporation, in order to encourage their
identity with shareholder concerns and their current and continuing interest in
the development and financial success of the Corporation.

Section 2 - Definitions

     (a) The term "subsidiaries" shall mean those corporations and partnerships
in which the Corporation owns directly or indirectly a majority equity interest
as defined under generally accepted accounting principles.

     (b) The term "Code" shall mean the Internal Revenue Code of 1986, as the
same may be from time to time amended.

     (c) The term "Committee" shall mean such committee of the Board of
Directors of the Corporation as shall be established by the Board of Directors,
the members of which shall be "disinterested persons" under Rule 16b-3 of the
Securities and Exchange Commission (or any successor regulation issued under
federal securities laws) and shall be ineligible to participate in the Plan, or
in the absence of an appointed committee all members of the Board of Directors
who are disinterested persons.

     (d) The term "company stock" shall mean shares of the common capital stock
of the Corporation available for award or awarded, or subject to options or
rights granted, under the Plan.

     (e) The term "market value" shall mean for a share of company stock as of
any date (i) the mean between the highest and lowest sale prices for the
company stock as reflected in the National Association of Securities Dealers
Automated Quotation System (NASDAQ) for that date, or if there is no sale on
such date then on the next preceding date on which a sale has occurred, or (ii)
if there is no public trading market for the company stock, then the value
established by the Committee or the Board of Directors for purposes of the
Plan.

     (f) The term "options" shall mean collectively the incentive stock options
available for grant or granted under Section 8 of the Plan.


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                                                                    Per __/__/97
                                                                Board Resolution


     (g) The term "optionee" means any person to whom an option or right has
been granted or who becomes a holder of an option or right under Section 8 of
the Plan.


Section 3 - Effective Date and Duration

     Subject to the approval of the Plan by the shareholders of the
Corporation, the Plan shall be effective upon the effective date of a
registration statement for the Corporation filed with the Securities and
Exchange Commission for the initial public offering of common stock of the
Corporation.  The Plan shall continue until it is terminated by the Board of
Directors as provided in Section 10.

Section 4 - Administration

     The Committee shall be responsible for the general operation and
administration of the Plan and shall have the authority to interpret the Plan
and to adopt administrative rules and regulations governing its operation. The
Committee may delegate the performance of administrative functions to the
Secretary of the Committee.

Section 5 - Participation, Stock Awards and Option Grants

     (a) Each year, the Committee shall designate as participants in the Plan
those officers and employees of the Corporation and those former officers and
employees who have a consulting arrangement with the Corporation that the
Committee determines.

     (b) Each year, the Committee may grant stock options that qualify as
"incentive stock options" within the meaning of Section 422 of the Code to each
current and former officer and employee whom it has designated as a participant
for such year. Upon the approval by the Board of Directors of the Corporation
of the individual awards and/or grants, if any, made to executive officers and
of the total of all awards and grants made to all other persons, the
determination of the Committee as to each such award and grant shall become
final.

Section 6 - Shares Reserved Under the Plan

     There is hereby reserved for use upon exercise of options to be granted
from time to time under the Plan, an aggregate of 50,000 shares of company
stock may be authorized but unissued shares, treasury shares, shares acquired
in the open market, or any combination of the foregoing, and if acquired in the
open market, shall be acquired by an agent independent of the Corporation. Any
shares

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                                                                    Per __/__/97
                                                                Board Resolution


of company stock underlying options that are forfeited pursuant to
Section 8(d) of the Plan and, to the extent permissible for purposes of
allowing the Plan to continue to be considered as described under Rule 16b-3
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any
shares of company stock that are used for full or partial payment of the
purchase price of shares with respect to which an option is exercised pursuant
to Section 8 of the Plan may thereafter again be awarded or made subject to
grant under the Plan. In the event of any change in the outstanding shares of
the common capital stock of the Corporation by reason of a stock dividend,
stock split, recapitalization, merger, consolidation, combination or exchange
of shares, or other similar change, the Committee may make appropriate
adjustments in the aggregate number of shares of company stock made subject to
options granted or reserved for award or grant under the Plan, in the prices of
options granted, or provide for the substitution of other securities of the
class exchanged for common capital stock of the Corporation in any merger or
consolidation.

Section 7 - Options Granted Under the Plan

     (a) Options granted to a participant may not be sold, transferred,
alienated or assigned (other than by will or the laws of descent and
distribution) during the exercise period established with respect to such
shares, but nothing contained in this sentence shall preclude the sale or other
transfer of shares of company stock obtained by the proper exercise of any
option. During the lifetime of an optionee, the option shall be exercisable
only by the optionee personally or by the optionee's legal representative.

     (b) The exercise of options by a participant under this Plan shall be
subject to satisfaction of the conditions precedent that the participant
refrain from engaging in any activity that, in the opinion of the Committee, is
competitive with any activity of the Corporation (except that employment at the
request of the Corporation with an entity in which the Corporation has,
directly or indirectly, a substantial ownership interest, or other employment
specifically approved by the Committee, shall not be considered to be an
activity that is competitive with any activity of the Corporation) and from
otherwise acting, either prior to or after termination of employment, in any
manner inimical or in any way contrary to the best interests of the Corporation
and that the participant furnish to the Corporation such information with
respect to the satisfaction of the foregoing conditions precedent as the
Committee shall reasonably request. Any shares of company stock obtained upon
exercise of an option granted under the Plan may be made subject to such other
conditions or restrictions as the Committee deems advisable, including without
limitation, provisions to comply with federal and state securities laws.

     (c) Certificates issued for shares of company stock acquired pursuant to
this Plan may bear a legend stating that the shares are issued subject to the
restrictions set forth in the Plan.


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                                                                    Per __/__/97
                                                                Board Resolution


Section 8 - Grants of Options

     (a) Participants eligible to receive grants of options under this Section
8 shall be selected by the Committee from among the officers and employees of
the Corporation and from former officers and employees who have a consulting
arrangement with the Corporation. The Committee may grant more than one option
to any eligible current or former officer or employee.

     (b) The Committee shall determine the eligible participants to whom, and
the time or times at which, options will be granted, the number of shares to be
subject to each option, the duration of each option, the time or times within
which the option may be exercised, the cancellation of the option (with the
consent of the holder thereof) and the other conditions of the grant of the
option. The provisions and conditions of the grants of options need not be the
same with respect to each optionee or with respect to each option.

     (c) Except as otherwise specifically provided herein, options granted
pursuant to the Plan shall be subject to the following terms and conditions:

           (i) Option Price.  At the time the Committee approves the grant, the
      Committee shall determine the option price which shall be not less than
      one hundred percent (100%) of the market value of the company stock on
      the date of Committee approval of the grant.  With respect to any option
      granted to a participant who owns, or is deemed to own, stock possessing
      more than ten percent (10%) of the voting rights of the Company's
      outstanding capital stock at the date of the grant, the exercise price of
      the option must be at least equal to one hundred ten percent (110%) of
      the fair market value on the date of the grant of the option and may not
      be exercisable more than five (5) years after the date of the grant.

           (ii) Payment.  The option price shall be paid in full at the time of
      exercise. No shares shall be issued until full payment has been
      received therefor. Payment may be in cash or, with the prior approval of
      and upon the conditions established by the Committee, by delivery of
      shares of company stock owned by the optionee; provided, however, that
      company stock acquired by the optionee through the exercise of an
      incentive stock option may not be used for payment prior to the
      expiration of the holding periods prescribed in Section 422(a)(1) of the
      Code. If payment is made by the delivery of shares of company stock, the
      value of the shares on the day they are delivered shall be the market
      value on such day.

           (iii) Duration of Options.  The duration of options shall be
      determined by the Committee, but in no event shall the maximum duration
      of an incentive stock option exceed ten (10) years from the date of its
      grant.

           (iv) Other Terms and Conditions.  Options may contain such other
      provisions, not inconsistent with the provisions of the Plan, as the
      Committee shall determine to be appropriate 

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                                                                    Per __/__/97
                                                                Board Resolution


      from time to time; provided, however, that no option shall be
      exercisable in whole or in part for a period of twelve (12) months from
      the date on which the option is granted. Options shall be exercisable in
      full or in such cumulative installments as shall be determined by the
      Committee on the grant of the option. If an option shall be exercisable
      in installments, the Committee may, in its discretion, provide for other
      events in which all installments shall become immediately exercisable if
      any installment be presently exercisable.

           (v) Incentive Stock Options.  The Committee may not grant a
      participant incentive stock options in the aggregate that are first
      exercisable during any one calendar year with respect to company stock
      the aggregate market value of which exceeds $100,000, taking into account
      all stock option plans of the Corporation.

     (d) If the employment of an optionee to whom an incentive stock option has
been granted under the Plan shall be terminated (except as set forth
below) such option may be exercised, to the extent that the option was
exercisable on the date of termination of employment, only until the earlier of
three (3) months after such termination or the original expiration date of the
option; provided, however, that any option held by an optionee whose employment
shall be terminated either (i) for cause or (ii) voluntarily by the optionee
and without the consent of the participating affiliate by which the optionee
was employed (which consent shall be assumed in the case of retirement at
normal retirement age but not in the case of early retirement) shall, to the
extent not theretofore exercised, immediately terminate. If an optionee to whom
an incentive stock option has been granted under the Plan shall become disabled
while employed and such disability results in the termination of employment,
such option may be exercised, to the extent that the option was exercisable on
the date of termination of employment, by either the disabled optionee or such
optionee's legal representative, as the case may be, and the right to exercise
the option shall terminate upon the earlier of the expiration of twelve (12)
months from the date of such termination of employment or the original
expiration date of the option. If an optionee has been granted an option
exercisable in installments, then, notwithstanding the terms specifying the
installments in which the option shall be exercisable, upon the death or
disability of the optionee at any time subsequent to the expiration of the
first year of the term of the option, the option shall be exercisable within
the time period set forth above as to all shares of company stock remaining
subject to the option. For the purposes of this Section 8, the term "disabled"
shall have the meaning contained within Section 22(e)(3) of the Code.

     (e) An optionee or a transferee of an option pursuant to Section 7(a)
shall have no rights as a shareholder with respect to any company stock the
subject of either an unexercised or exercised option until the optionee or
transferee shall have become the holder of record of such stock, and no
adjustments shall be made for dividends in cash or other property or other
distributions or rights in respect of such stock for which the record date is
prior to the date on which the optionee or transferee shall have in fact become
the holder of record of the company stock acquired pursuant to the option or
right.



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                                                                    Per __/__/97
                                                                Board Resolution


Section 9 - General

     (a) If, in connection with the exercise of any option hereunder, it is
necessary or desirable, to comply with any law or regulation of any
governmental authority relating to the issuance or sale of securities, that the
participant receiving such shares shall agree that the participant will take
the shares for investment and not with any present intention to resell the same
and that the participant will dispose of such shares only in compliance with
such laws and regulations, the participant shalL upon the request of the
Committee, execute and deliver to the Committee an agreement to such effect
satisfactory to the Committee.

     (b) If a participant dies prior to the exercise in full of any option
granted to the participant, the option and any shares issued thereunder shall
be distributed to the participant's designated beneficiary or, in the absence
of a beneficiary designation, to the participant's estate. The designation of a
beneficiary shall be made in writing on a form prescribed by and filed with the
Secretary of the Committee.

     (c) Neither the establishment of the Plan nor any provisions of the Plan
or modification thereof shall be held or construed as giving any participant in
the Plan the right to be retained in the service of the Corporation and the
Corporation expressly reserves its right to discharge any such participant
whenever the interests of the Corporation may so require.

     (d) Each distribution of company stock under this Plan shall be made
subject to such federal, state and local tax withholding requirements
as apply on the distribution date. For this purpose, the Committee may provide
for the withholding of shares of company stock or allow a participant to tender
back to the Corporation shares of company stock received in such distribution.

     (e) Notwithstanding any other provisions in the Plan, in the event of a
Change in Control (as hereinafter defined) all options then outstanding shall
become immediately exercisable.  Distribution of all shares of company stock
due because of the exercise of options, shall be made as soon as practicable
within sixty (60) days after the date of the Change in Control.  For purposes
of this Plan, a Change in Control shall occur if any "person" or "group" within
the meaning of Section 13(d) and 14(d)(2) of the Exchange Act becomes the
"beneficial owner" as defined in Rule 13d-3 under the Exchange Act of more than
thirty percent (30%) of the then outstanding voting securities of the
Corporation otherwise than through a transaction or transactions arranged by or
consummated with the prior approval of the Corporation's Board of Directors.

Section 10 - Amendment, Suspension and Termination



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                                                                    Per __/__/97
                                                                Board Resolution


     The Board of Directors of the Corporation reserves the right at any time
to amend, suspend, or terminate the Plan; provided, however, no such amendment,
suspension or termination shall adversely affect any award or grant then in
effect unless the prior approval of the participant so affected is obtained.
No amendment of the Plan shall, without approval of the shareholders of the
Corporation, (a) increase the aggregate number of shares of company stock which
are reserved for the Plan (except as provided in Section 6), (b) change the
group of eligible employees under the Plan, (c) change the manner of
determining the option price or the amount payable upon exercise of a right or
(d) increase the maximum duration of an option.

Section 11- Governing Law

     The Plan and all determinations made and action taken pursuant thereto
shall be governed by the laws of the State of Michigan and construed in
accordance therewith.










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